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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-8880053
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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TABLE OF CONTENTS
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Page
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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(i)
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the fair value of the investments of the private equity funds, partnerships and accounts we manage or advise plus the capital that such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments;
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(ii)
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the net asset value, or “NAV,” of the credit funds, partnerships and accounts for which we provide investment management or advisory services, other than certain collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”), which have a fee-generating basis other than the mark-to-market value of the underlying assets, plus used or available leverage and/or capital commitments;
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(iii)
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the gross asset value or net asset value of the real assets funds, partnerships and accounts we manage, and the structured portfolio company investments of the funds, partnerships and accounts we manage or advise, which includes the leverage used by such structured portfolio company investments;
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(iv)
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the incremental value associated with the reinsurance investments of the portfolio company assets we manage or advise; and
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(v)
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the fair value of any other assets that we manage or advise for the funds, partnerships and accounts to which we provide investment management or advisory services, plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments that may require pre-qualification or other conditions before investment plus any other capital commitments to such funds, partnerships and accounts available for investment that are not otherwise included in the clauses above.
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(i)
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fair value above invested capital for those funds that earn management fees based on invested capital;
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(ii)
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net asset values related to general partner and co-investment interests;
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(iii)
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unused credit facilities;
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(iv)
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available commitments on those funds that generate management fees on invested capital;
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(v)
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structured portfolio company investments that do not generate monitoring fees; and
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(vi)
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the difference between gross asset and net asset value for those funds that earn management fees based on net asset value.
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(i)
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“Carry-Generating AUM”, which refers to invested capital of the funds, partnerships and accounts we manage or advise, that is currently above its hurdle rate or preferred return, and profit of such funds, partnerships and accounts is being allocated to the general partner in accordance with the applicable limited partnership agreements or other governing agreements;
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(ii)
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“AUM Not Currently Generating Carry”, which refers to invested capital of the funds, partnerships and accounts we manage or advise that is currently below its hurdle rate or preferred return; and
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(iii)
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“Uninvested Carry-Eligible AUM”, which refers to capital of the funds, partnerships and accounts we manage or advise that is available for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements, which capital is not currently part of the NAV or fair value of investments that may eventually produce carried interest income allocable to the general partner.
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As of
June 30, 2017 |
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As of
December 31, 2016 |
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Assets:
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Cash and cash equivalents
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$
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1,070,805
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$
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806,329
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Cash and cash equivalents held at consolidated funds
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9,672
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7,335
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Restricted cash
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5,023
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4,680
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Investments
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1,576,839
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1,494,744
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Assets of consolidated variable interest entities:
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Cash and cash equivalents
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44,726
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41,318
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Investments, at fair value
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1,049,529
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913,827
|
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Other assets
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55,810
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46,666
|
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Carried interest receivable
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1,270,311
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1,257,105
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Due from related parties
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282,502
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|
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254,853
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Deferred tax assets
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598,397
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572,263
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Other assets
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149,700
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|
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118,860
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|
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Goodwill
|
88,852
|
|
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88,852
|
|
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Intangible assets, net
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19,754
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22,721
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Total Assets
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$
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6,221,920
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$
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5,629,553
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Liabilities and Shareholders’ Equity
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Liabilities:
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Accounts payable and accrued expenses
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$
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60,094
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$
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57,465
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Accrued compensation and benefits
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97,515
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52,754
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Deferred revenue
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116,095
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174,893
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Due to related parties
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612,772
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638,126
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Profit sharing payable
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581,854
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550,148
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Debt
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1,358,444
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1,352,447
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Liabilities of consolidated variable interest entities:
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Debt, at fair value
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884,761
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786,545
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Other liabilities
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61,767
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68,034
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Other liabilities
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95,430
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81,613
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Total Liabilities
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3,868,732
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3,762,025
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Commitments and Contingencies (see note 14)
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Shareholders’ Equity:
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Apollo Global Management, LLC shareholders’ equity:
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Preferred shares (11,000,000 and 0 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively)
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264,398
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—
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Class A shares, no par value, unlimited shares authorized, 192,756,044 and 185,460,294 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
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—
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—
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Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding at June 30, 2017 and December 31, 2016
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—
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—
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Additional paid in capital
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1,716,138
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1,830,025
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Accumulated deficit
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(755,465
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)
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(986,186
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)
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Accumulated other comprehensive loss
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(3,022
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)
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(8,723
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)
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Total Apollo Global Management, LLC shareholders’ equity
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1,222,049
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835,116
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Non-Controlling Interests in consolidated entities
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137,280
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90,063
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Non-Controlling Interests in Apollo Operating Group
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993,859
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942,349
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Total Shareholders’ Equity
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2,353,188
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1,867,528
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Total Liabilities and Shareholders’ Equity
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$
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6,221,920
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$
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5,629,553
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For the Three Months Ended
June 30, |
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For the Six Months Ended
June 30, |
||||||||||||
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2017
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2016
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2017
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2016
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Revenues:
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Management fees from related parties
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$
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281,305
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$
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267,063
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$
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550,848
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$
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500,858
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Advisory and transaction fees from related parties, net
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23,629
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64,899
|
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38,696
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72,898
|
|
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Carried interest income from related parties
|
127,938
|
|
|
328,485
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486,879
|
|
|
207,517
|
|
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Total Revenues
|
432,872
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660,447
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1,076,423
|
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781,273
|
|
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Expenses:
|
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|
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|
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Compensation and benefits:
|
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Salary, bonus and benefits
|
105,545
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100,188
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207,158
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197,422
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Equity-based compensation
|
22,740
|
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|
34,038
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|
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45,847
|
|
|
48,040
|
|
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Profit sharing expense
|
58,059
|
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127,220
|
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202,383
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|
|
89,615
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|
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Total Compensation and Benefits
|
186,344
|
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261,446
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|
|
455,388
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335,077
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|
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Interest expense
|
13,195
|
|
|
9,800
|
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|
26,194
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|
|
17,673
|
|
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General, administrative and other
|
59,729
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|
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70,088
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|
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121,769
|
|
|
128,719
|
|
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Placement fees
|
5,258
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|
|
2,064
|
|
|
7,163
|
|
|
3,828
|
|
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Total Expenses
|
264,526
|
|
|
343,398
|
|
|
610,514
|
|
|
485,297
|
|
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Other Income:
|
|
|
|
|
|
|
|
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Net gains (losses) from investment activities
|
(513
|
)
|
|
89,010
|
|
|
34,004
|
|
|
32,541
|
|
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Net gains from investment activities of consolidated variable interest entities
|
6,132
|
|
|
698
|
|
|
10,240
|
|
|
2,017
|
|
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Income from equity method investments
|
16,836
|
|
|
44,960
|
|
|
55,389
|
|
|
41,143
|
|
||||
Interest income
|
622
|
|
|
1,296
|
|
|
1,425
|
|
|
1,881
|
|
||||
Other income, net
|
742
|
|
|
778
|
|
|
19,389
|
|
|
525
|
|
||||
Total Other Income
|
23,819
|
|
|
136,742
|
|
|
120,447
|
|
|
78,107
|
|
||||
Income before income tax (provision) benefit
|
192,165
|
|
|
453,791
|
|
|
586,356
|
|
|
374,083
|
|
||||
Income tax (provision) benefit
|
777
|
|
|
(37,988
|
)
|
|
(38,384
|
)
|
|
(32,841
|
)
|
||||
Net Income
|
192,942
|
|
|
415,803
|
|
|
547,972
|
|
|
341,242
|
|
||||
Net income attributable to Non-Controlling Interests
|
(101,262
|
)
|
|
(241,711
|
)
|
|
(311,096
|
)
|
|
(199,978
|
)
|
||||
Net Income Attributable to Apollo Global Management, LLC
|
91,680
|
|
|
174,092
|
|
|
236,876
|
|
|
141,264
|
|
||||
Net income attributable to Preferred Shareholders
|
(4,772
|
)
|
|
—
|
|
|
(4,772
|
)
|
|
—
|
|
||||
Net Income Attributable to Apollo Global Management, LLC Class A Shareholders
|
$
|
86,908
|
|
|
$
|
174,092
|
|
|
$
|
232,104
|
|
|
$
|
141,264
|
|
Distributions Declared per Class A Share
|
$
|
0.49
|
|
|
$
|
0.25
|
|
|
$
|
0.94
|
|
|
$
|
0.53
|
|
Net Income Per Class A Share:
|
|
|
|
|
|
|
|
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Net Income Available to Class A Share – Basic
|
$
|
0.44
|
|
|
$
|
0.91
|
|
|
$
|
1.19
|
|
|
$
|
0.74
|
|
Net Income Available to Class A Share – Diluted
|
$
|
0.44
|
|
|
$
|
0.91
|
|
|
$
|
1.19
|
|
|
$
|
0.74
|
|
Weighted Average Number of Class A Shares Outstanding – Basic
|
190,591,756
|
|
|
183,695,920
|
|
|
188,564,562
|
|
|
183,180,625
|
|
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Weighted Average Number of Class A Shares Outstanding – Diluted
|
190,591,756
|
|
|
183,695,920
|
|
|
188,564,562
|
|
|
183,180,625
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net Income
|
$
|
192,942
|
|
|
$
|
415,803
|
|
|
$
|
547,972
|
|
|
$
|
341,242
|
|
Other Comprehensive Income (Loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments, net of tax
|
11,219
|
|
|
(4,142
|
)
|
|
8,940
|
|
|
1,959
|
|
||||
Net gain from change in fair value of cash flow hedge instruments
|
25
|
|
|
27
|
|
|
51
|
|
|
53
|
|
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Net income (loss) on available-for-sale securities
|
(149
|
)
|
|
501
|
|
|
(101
|
)
|
|
(450
|
)
|
||||
Total Other Comprehensive Income (Loss), net of tax
|
11,095
|
|
|
(3,614
|
)
|
|
8,890
|
|
|
1,562
|
|
||||
Comprehensive Income
|
204,037
|
|
|
412,189
|
|
|
556,862
|
|
|
342,804
|
|
||||
Comprehensive Income attributable to Non-Controlling Interests
|
(103,576
|
)
|
|
(239,994
|
)
|
|
(314,285
|
)
|
|
(200,895
|
)
|
||||
Comprehensive Income Attributable to Apollo Global Management, LLC
|
$
|
100,461
|
|
|
$
|
172,195
|
|
|
$
|
242,577
|
|
|
$
|
141,909
|
|
|
Apollo Global Management, LLC Shareholders
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Class A
Shares
|
|
Class B
Shares
|
|
Preferred Shares
|
|
Additional
Paid in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive Loss
|
|
Total Apollo Global Management, LLC Shareholders’ Equity
|
|
Non-
Controlling
Interests in
Consolidated
Entities
|
|
Non-Controlling Interests in Apollo Operating Group
|
|
Total
Shareholders’
Equity
|
||||||||||||||||||
Balance at January 1, 2016
|
181,078,937
|
|
|
1
|
|
|
$
|
—
|
|
|
$
|
2,005,509
|
|
|
$
|
(1,348,384
|
)
|
|
$
|
(7,620
|
)
|
|
$
|
649,505
|
|
|
$
|
86,561
|
|
|
$
|
652,915
|
|
|
$
|
1,388,981
|
|
Dilution impact of issuance of Class A shares
|
—
|
|
|
—
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
—
|
|
|
278
|
|
||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
36,707
|
|
|
—
|
|
|
—
|
|
|
36,707
|
|
|
—
|
|
|
—
|
|
|
36,707
|
|
||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,886
|
|
|
—
|
|
|
12,886
|
|
||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(101,335
|
)
|
|
—
|
|
|
—
|
|
|
(101,335
|
)
|
|
(8,824
|
)
|
|
(114,527
|
)
|
|
(224,686
|
)
|
||||||||
Payments related to issuances of Class A shares for equity-based awards
|
3,810,973
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
(29,557
|
)
|
|
—
|
|
|
(29,548
|
)
|
|
—
|
|
|
—
|
|
|
(29,548
|
)
|
||||||||
Repurchase of Class A Shares
|
(954,447
|
)
|
|
—
|
|
|
—
|
|
|
(12,902
|
)
|
|
—
|
|
|
—
|
|
|
(12,902
|
)
|
|
—
|
|
|
—
|
|
|
(12,902
|
)
|
||||||||
Exchange of AOG Units for Class A shares
|
169,223
|
|
|
—
|
|
|
—
|
|
|
696
|
|
|
—
|
|
|
—
|
|
|
696
|
|
|
—
|
|
|
(505
|
)
|
|
191
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141,264
|
|
|
—
|
|
|
141,264
|
|
|
4,113
|
|
|
195,865
|
|
|
341,242
|
|
||||||||
Currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,070
|
|
|
1,070
|
|
|
889
|
|
|
—
|
|
|
1,959
|
|
||||||||
Net gain from change in fair value of cash flow hedge instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
25
|
|
|
—
|
|
|
28
|
|
|
53
|
|
||||||||
Net loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(450
|
)
|
|
(450
|
)
|
|
—
|
|
|
—
|
|
|
(450
|
)
|
||||||||
Balance at June 30, 2016
|
184,104,686
|
|
|
1
|
|
|
$
|
—
|
|
|
$
|
1,928,962
|
|
|
$
|
(1,236,677
|
)
|
|
$
|
(6,975
|
)
|
|
$
|
685,310
|
|
|
$
|
95,625
|
|
|
$
|
733,776
|
|
|
$
|
1,514,711
|
|
Balance at January 1, 2017
|
185,460,294
|
|
|
1
|
|
|
$
|
—
|
|
|
$
|
1,830,025
|
|
|
$
|
(986,186
|
)
|
|
$
|
(8,723
|
)
|
|
$
|
835,116
|
|
|
$
|
90,063
|
|
|
$
|
942,349
|
|
|
$
|
1,867,528
|
|
Adoption of new accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,901
|
|
|
—
|
|
|
22,901
|
|
|
—
|
|
|
—
|
|
|
22,901
|
|
||||||||
Dilution impact of issuance of Class A shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
||||||||
Equity issued in connection with Preferred shares offering
|
—
|
|
|
—
|
|
|
264,398
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
264,398
|
|
|
—
|
|
|
—
|
|
|
264,398
|
|
||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
35,106
|
|
|
—
|
|
|
—
|
|
|
35,106
|
|
|
—
|
|
|
—
|
|
|
35,106
|
|
||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,115
|
|
|
—
|
|
|
34,115
|
|
||||||||
Distributions
|
—
|
|
|
—
|
|
|
(4,772
|
)
|
|
(184,820
|
)
|
|
—
|
|
|
—
|
|
|
(189,592
|
)
|
|
(2,710
|
)
|
|
(220,367
|
)
|
|
(412,669
|
)
|
||||||||
Payments related to issuances of Class A shares for equity-based awards
|
1,863,332
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,284
|
)
|
|
—
|
|
|
(24,284
|
)
|
|
—
|
|
|
—
|
|
|
(24,284
|
)
|
||||||||
Exchange of AOG Units for Class A shares
|
5,432,418
|
|
|
—
|
|
|
—
|
|
|
36,055
|
|
|
—
|
|
|
—
|
|
|
36,055
|
|
|
—
|
|
|
(26,596
|
)
|
|
9,459
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
4,772
|
|
|
—
|
|
|
232,104
|
|
|
—
|
|
|
236,876
|
|
|
7,919
|
|
|
303,177
|
|
|
547,972
|
|
||||||||
Currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,778
|
|
|
5,778
|
|
|
7,893
|
|
|
(4,731
|
)
|
|
8,940
|
|
||||||||
Net gain from change in fair value of cash flow hedge instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
|
—
|
|
|
27
|
|
|
51
|
|
||||||||
Net loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
||||||||
Balance at June 30, 2017
|
192,756,044
|
|
|
1
|
|
|
$
|
264,398
|
|
|
$
|
1,716,138
|
|
|
$
|
(755,465
|
)
|
|
$
|
(3,022
|
)
|
|
$
|
1,222,049
|
|
|
$
|
137,280
|
|
|
$
|
993,859
|
|
|
$
|
2,353,188
|
|
|
For the Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
547,972
|
|
|
$
|
341,242
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Equity-based compensation
|
45,847
|
|
|
48,040
|
|
||
Depreciation and amortization
|
8,445
|
|
|
9,493
|
|
||
Unrealized gains from investment activities
|
(37,721
|
)
|
|
(32,537
|
)
|
||
Income from equity method investments
|
(55,389
|
)
|
|
(41,143
|
)
|
||
Change in fair value of contingent obligations
|
(2,561
|
)
|
|
(1,625
|
)
|
||
Deferred taxes, net
|
35,835
|
|
|
25,346
|
|
||
Other non-cash amounts included in net income, net
|
4,538
|
|
|
(5,658
|
)
|
||
Cash flows due to changes in operating assets and liabilities:
|
|
|
|
||||
Carried interest receivable
|
(18,113
|
)
|
|
(171,844
|
)
|
||
Due from related parties
|
(41,600
|
)
|
|
(42,060
|
)
|
||
Accounts payable and accrued expenses
|
2,629
|
|
|
24,811
|
|
||
Accrued compensation and benefits
|
44,761
|
|
|
30,498
|
|
||
Deferred revenue
|
(57,113
|
)
|
|
(17,729
|
)
|
||
Due to related parties
|
(37,298
|
)
|
|
33,598
|
|
||
Profit sharing payable
|
51,088
|
|
|
91,537
|
|
||
Other assets and other liabilities, net
|
(19,543
|
)
|
|
(2,387
|
)
|
||
Cash distributions of earnings from equity method investments
|
30,197
|
|
|
11,594
|
|
||
Satisfaction of contingent obligation
|
(16,821
|
)
|
|
—
|
|
||
Apollo Fund and VIE related:
|
|
|
|
||||
Net realized and unrealized (gains) losses from investing activities and debt
|
(10,590
|
)
|
|
3,025
|
|
||
Change in cash held at consolidated variable interest entities
|
50
|
|
|
28,581
|
|
||
Purchases of investments
|
(324,169
|
)
|
|
(298,722
|
)
|
||
Proceeds from sale of investments
|
280,657
|
|
|
277,800
|
|
||
Changes in other assets and other liabilities, net
|
(14,540
|
)
|
|
(9,682
|
)
|
||
Net Cash Provided by Operating Activities
|
$
|
416,561
|
|
|
$
|
302,178
|
|
Cash Flows from Investing Activities:
|
|
|
|
||||
Purchases of fixed assets
|
$
|
(3,616
|
)
|
|
$
|
(3,703
|
)
|
Purchase of investments
|
(4,699
|
)
|
|
(44,196
|
)
|
||
Cash contributions to equity method investments
|
(72,674
|
)
|
|
(106,103
|
)
|
||
Cash distributions from equity method investments
|
51,513
|
|
|
31,667
|
|
||
Issuance of related party loans
|
(5,834
|
)
|
|
—
|
|
||
Repayment of related party loans
|
17,700
|
|
|
—
|
|
||
Other investing activities
|
(1,133
|
)
|
|
430
|
|
||
Net Cash Used in Investing Activities
|
$
|
(18,743
|
)
|
|
$
|
(121,905
|
)
|
Cash Flows from Financing Activities:
|
|
|
|
||||
Issuance of Preferred shares (net of issuance costs)
|
$
|
264,398
|
|
|
$
|
—
|
|
Distributions to Preferred Shareholders
|
(4,772
|
)
|
|
—
|
|
||
Principal repayments of debt
|
—
|
|
|
(200,000
|
)
|
||
Issuance of debt
|
—
|
|
|
532,706
|
|
||
Satisfaction of tax receivable agreement
|
(17,895
|
)
|
|
—
|
|
||
Purchase of Class A shares
|
(7,268
|
)
|
|
(12,995
|
)
|
||
Payments related to issuances of Class A shares for RSUs
|
(24,284
|
)
|
|
(29,557
|
)
|
||
Distributions paid
|
(184,820
|
)
|
|
(101,335
|
)
|
||
Distributions paid to Non-Controlling Interests in Apollo Operating Group
|
(220,367
|
)
|
|
(114,527
|
)
|
||
Other financing activities
|
(1,855
|
)
|
|
(16,655
|
)
|
||
Apollo Fund and VIE related:
|
|
|
|
||||
Issuance of debt
|
474,234
|
|
|
—
|
|
||
Principal repayment of debt
|
(441,636
|
)
|
|
—
|
|
||
Distributions paid to Non-Controlling Interests in consolidated entities
|
(84
|
)
|
|
(4,086
|
)
|
||
Contributions from Non-Controlling Interests in consolidated entities
|
33,344
|
|
|
12,850
|
|
||
Net Cash (Used in) Provided by Financing Activities
|
$
|
(131,005
|
)
|
|
$
|
66,401
|
|
Net Increase in Cash and Cash Equivalents
|
266,813
|
|
|
246,674
|
|
||
Cash and Cash Equivalents, Beginning of Period
|
813,664
|
|
|
617,322
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
1,080,477
|
|
|
$
|
863,996
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Interest paid
|
$
|
28,316
|
|
|
$
|
17,159
|
|
Interest paid by consolidated variable interest entities
|
5,581
|
|
|
8,016
|
|
||
Income taxes paid
|
5,616
|
|
|
3,908
|
|
||
Supplemental Disclosure of Non-Cash Investing Activities:
|
|
|
|
||||
Non-cash distributions from equity method investments
|
$
|
(25,808
|
)
|
|
$
|
(1,175
|
)
|
Non-cash purchases of other investments, at fair value
|
25,091
|
|
|
—
|
|
||
Supplemental Disclosure of Non-Cash Financing Activities:
|
|
|
|
||||
Capital increases related to equity-based compensation
|
$
|
35,106
|
|
|
$
|
36,707
|
|
Other non-cash financing activities
|
(247
|
)
|
|
274
|
|
||
Adjustments related to exchange of Apollo Operating Group units:
|
|
|
|
||||
Deferred tax assets
|
$
|
39,298
|
|
|
$
|
1,197
|
|
Due to affiliates
|
(29,839
|
)
|
|
(1,006
|
)
|
||
Additional paid in capital
|
(9,459
|
)
|
|
(191
|
)
|
||
Non-Controlling Interest in Apollo Operating Group
|
26,596
|
|
|
505
|
|
•
|
Private equity
—primarily invests in control equity and related debt instruments, convertible securities and distressed debt investments;
|
•
|
Credit
—primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed investments across the capital structure; and
|
•
|
Real assets
—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.
|
|
As of
June 30, 2017 |
|
As of
December 31, 2016 |
||||
Investments, at fair value
|
$
|
772,388
|
|
|
$
|
708,080
|
|
Equity method investments
|
804,451
|
|
|
786,664
|
|
||
Total Investments
|
$
|
1,576,839
|
|
|
$
|
1,494,744
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Realized gains (losses) on sales of investments
|
$
|
(148
|
)
|
|
$
|
190
|
|
|
$
|
(148
|
)
|
|
$
|
(97
|
)
|
Net change in unrealized gains (losses) due to changes in fair value
(1)
|
(365
|
)
|
|
88,820
|
|
|
34,152
|
|
|
32,638
|
|
||||
Net gains (losses) from investment activities
|
$
|
(513
|
)
|
|
$
|
89,010
|
|
|
$
|
34,004
|
|
|
$
|
32,541
|
|
(1)
|
Primarily relates to the Company’s investment in Athene Holding. See note
5
for further information regarding the Company’s investment in Athene Holding.
|
|
Equity Held as of
|
|||||||
|
June 30, 2017
|
(5)
|
December 31, 2016
|
(5)
|
||||
Private Equity
(1)(2)
|
$
|
438,986
|
|
|
$
|
428,581
|
|
|
Credit
(1)(3)
|
334,319
|
|
|
327,012
|
|
|
||
Real Assets
|
31,146
|
|
|
31,071
|
|
|
||
Total equity method investments
(4)
|
$
|
804,451
|
|
|
$
|
786,664
|
|
|
(1)
|
As of
June 30, 2017
, equity method investments include Fund VIII (Private Equity) and MidCap (Credit) of
$294.7 million
and
$80.0 million
, respectively, representing an ownership percentage of
2.2%
and
4.3%
, respectively. As of
December 31, 2016
, equity method investments include Fund VIII (Private Equity) and MidCap (Credit) of
$260.9 million
and
$79.5 million
, respectively, representing an ownership percentage of
2.2%
and
4.3%
, respectively.
|
(2)
|
The equity method investment in AP Alternative Assets, L.P. (“AAA”) was
$47.5 million
and
$66.8 million
as of
June 30, 2017 and December 31, 2016
, respectively. The value of the Company’s investment in AAA was
$48.2 million
and
$64.9 million
based on the quoted market price as of
June 30, 2017 and December 31, 2016
, respectively.
|
(3)
|
The equity method investment in AINV was
$56.7 million
and
$58.6 million
as of
June 30, 2017 and December 31, 2016
, respectively. The value of the Company’s investment in AINV was
$56.8 million
and
$52.1 million
based on the quoted market price as of
June 30, 2017 and December 31, 2016
, respectively.
|
(4)
|
Certain funds invest across multiple segments. The presentation in the table above is based on the classification of the majority of such funds’ investments.
|
(5)
|
Some amounts are included a quarter in arrears.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
(1)
|
2016
|
|
2017
|
(1)
|
2016
|
||||||||
|
(in millions)
|
||||||||||||||
Statements of Operations
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
1,619
|
|
|
$
|
1,045
|
|
|
$
|
2,685
|
|
|
$
|
1,767
|
|
Expenses
|
1,213
|
|
|
837
|
|
|
1,894
|
|
|
1,474
|
|
||||
Income before income tax provision
|
406
|
|
|
208
|
|
|
791
|
|
|
293
|
|
||||
Income tax provision
|
22
|
|
|
15
|
|
|
43
|
|
|
15
|
|
||||
Net income available to Athene common shareholders
|
$
|
384
|
|
|
$
|
193
|
|
|
$
|
748
|
|
|
$
|
278
|
|
(1)
|
The financial statement information for the
three and six months ended
June 30, 2017
is presented a quarter in arrears and is comprised of the financial information for the
three and six months ended
March 31, 2017
,
which represents the latest available financial information as of the date of this report.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
|
||||||||||||
|
2017
|
(1)
|
2016
|
(1)
|
2017
|
(1)
|
2016
|
(1)
|
||||||||
Net gains (losses) from investment activities
|
$
|
7,526
|
|
|
$
|
1,997
|
|
|
$
|
9,516
|
|
|
$
|
(2,125
|
)
|
|
Net gains (losses) from debt
|
3,567
|
|
|
(7,871
|
)
|
|
2,684
|
|
|
(1,437
|
)
|
|
||||
Interest and other income
|
8,621
|
|
|
12,956
|
|
|
16,443
|
|
|
23,509
|
|
|
||||
Interest and other expenses
|
(13,582
|
)
|
|
(6,384
|
)
|
|
(18,403
|
)
|
|
(17,930
|
)
|
|
||||
Net gains from investment activities of consolidated variable interest entities
|
$
|
6,132
|
|
|
$
|
698
|
|
|
$
|
10,240
|
|
|
$
|
2,017
|
|
|
(1)
|
Amounts reflect consolidation eliminations.
|
|
As of June 30, 2017
|
|
As of December 31, 2016
|
||||||||||||||
|
Principal
Outstanding
|
|
Weighted
Average
Interest
Rate
|
|
Weighted
Average
Remaining
Maturity in
Years
|
|
Principal
Outstanding
|
|
Weighted
Average
Interest
Rate
|
|
Weighted
Average
Remaining
Maturity in
Years
|
||||||
Senior Secured Notes
(2)(3)
|
$
|
769,567
|
|
|
1.69
|
%
|
|
12.7
|
|
$
|
704,976
|
|
|
1.83
|
%
|
|
12.3
|
Subordinated Notes
(2)(3)
|
95,358
|
|
|
N/A
|
|
(1)
|
22.9
|
|
87,794
|
|
|
N/A
|
|
(1)
|
19.2
|
||
Secured Borrowings
(4)
|
30,101
|
|
|
2.83
|
%
|
|
9.8
|
|
—
|
|
|
N/A
|
|
|
N/A
|
||
Total
|
$
|
895,026
|
|
|
|
|
|
|
$
|
792,770
|
|
|
|
|
|
(1)
|
The subordinated notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the VIEs.
|
(2)
|
The fair value of Senior Secured Notes, Subordinated Notes and Secured Borrowings as of
June 30, 2017
and
December 31, 2016
was
$884.8 million
and
$786.5 million
, respectively.
|
(3)
|
The debt at fair value of the consolidated VIEs is collateralized by assets of the consolidated VIEs and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. As of
June 30, 2017
and
December 31, 2016
, the fair value of the assets of the consolidated
|
(4)
|
Secured borrowings consist of a consolidated VIE’s repurchase to maturity with a third party lender. The fair value of the secured borrowings as of
June 30, 2017
was
$30.1 million
.
|
|
As of
June 30, 2017 |
|
As of
December 31, 2016 |
||||
Assets:
|
|
|
|
||||
Cash
|
$
|
303,141
|
|
|
$
|
231,922
|
|
Investments
|
6,963,482
|
|
|
7,253,872
|
|
||
Receivables
|
49,230
|
|
|
37,541
|
|
||
Total Assets
|
$
|
7,315,853
|
|
|
$
|
7,523,335
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Debt and other payables
|
$
|
2,985,760
|
|
|
$
|
2,818,459
|
|
Total Liabilities
|
$
|
2,985,760
|
|
|
$
|
2,818,459
|
|
|
|
|
|
||||
Apollo Exposure
(1)
|
$
|
272,637
|
|
|
$
|
272,191
|
|
(1)
|
Represents Apollo’s direct investment in those entities in which Apollo holds a significant variable interest and certain other investments. Additionally, cumulative carried interest income is subject to reversal in the event of future losses. The maximum amount of future reversal of carried interest income from all of Apollo’s funds, including those entities in which Apollo holds a significant variable interest, was
$3.1 billion
and
$2.9 billion
as of
June 30, 2017
and
December 31, 2016
, respectively, as discussed in note
14
.
|
|
As of June 30, 2017
|
||||||||||||||||||
|
Level I
(1)
|
|
Level II
(1)
|
|
Level III
|
|
Total
|
|
Cost of Investments,
at Fair Value
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments, at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments of consolidated Apollo funds
|
$
|
1,270
|
|
|
$
|
230
|
|
|
$
|
624
|
|
|
$
|
2,124
|
|
|
$
|
2,150
|
|
Other investments
|
—
|
|
|
—
|
|
|
53,098
|
|
|
53,098
|
|
|
52,389
|
|
|||||
Investment in Athene Holding
(2)
|
—
|
|
|
717,166
|
|
|
—
|
|
|
717,166
|
|
|
387,526
|
|
|||||
Total investments, at fair value
|
1,270
|
|
|
717,396
|
|
|
53,722
|
|
|
772,388
|
|
(7)
|
$
|
442,065
|
|
||||
Investments of VIEs, at fair value
(3)
|
—
|
|
|
873,147
|
|
|
170,666
|
|
|
1,043,813
|
|
|
|
|
|||||
Investments of VIEs, valued using NAV
|
—
|
|
|
—
|
|
|
—
|
|
|
5,716
|
|
|
|
||||||
Total investments of VIEs, at fair value
|
—
|
|
|
873,147
|
|
|
170,666
|
|
|
1,049,529
|
|
|
|
||||||
Derivative assets
|
—
|
|
|
555
|
|
|
—
|
|
|
555
|
|
|
|
||||||
Total Assets
|
$
|
1,270
|
|
|
$
|
1,591,098
|
|
|
$
|
224,388
|
|
|
$
|
1,822,472
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities of consolidated Apollo funds
|
$
|
21
|
|
|
$
|
603
|
|
|
$
|
—
|
|
|
$
|
624
|
|
|
|
||
Liabilities of VIEs, at fair value
(3)(5)
|
—
|
|
|
884,761
|
|
|
12,007
|
|
|
896,768
|
|
|
|
||||||
Contingent consideration obligations
(6)
|
—
|
|
|
—
|
|
|
86,900
|
|
|
86,900
|
|
|
|
||||||
Derivative liabilities
(4)
|
—
|
|
|
1,081
|
|
|
—
|
|
|
1,081
|
|
|
|
||||||
Total Liabilities
|
$
|
21
|
|
|
$
|
886,445
|
|
|
$
|
98,907
|
|
|
$
|
985,373
|
|
|
|
|
As of December 31, 2016
|
||||||||||||||||||
|
Level I
(1)
|
|
Level II
(1)
|
|
Level III
|
|
Total
|
|
Cost of Investments,
at Fair Value |
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments, at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments of consolidated Apollo funds
|
$
|
3,336
|
|
|
$
|
1,475
|
|
|
$
|
567
|
|
|
$
|
5,378
|
|
|
$
|
5,463
|
|
Other investments
|
—
|
|
|
—
|
|
|
45,154
|
|
|
45,154
|
|
|
47,690
|
|
|||||
Investment in Athene Holding
(2)
|
—
|
|
|
657,548
|
|
|
—
|
|
|
657,548
|
|
|
387,526
|
|
|||||
Total investments, at fair value
|
3,336
|
|
|
659,023
|
|
|
45,721
|
|
|
708,080
|
|
(7)
|
$
|
440,679
|
|
||||
Investments of VIEs, at fair value
(3)
|
—
|
|
|
816,167
|
|
|
92,474
|
|
|
908,641
|
|
|
|
|
|||||
Investments of VIEs, valued using NAV
|
—
|
|
|
—
|
|
|
—
|
|
|
5,186
|
|
|
|
||||||
Total investments of VIEs, at fair value
|
—
|
|
|
816,167
|
|
|
92,474
|
|
|
913,827
|
|
|
|
||||||
Derivative assets
|
—
|
|
|
1,360
|
|
|
—
|
|
|
1,360
|
|
|
|
||||||
Total Assets
|
$
|
3,336
|
|
|
$
|
1,476,550
|
|
|
$
|
138,195
|
|
|
$
|
1,623,267
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities of VIEs, at fair value
(3)(5)
|
$
|
—
|
|
|
$
|
786,545
|
|
|
$
|
11,055
|
|
|
$
|
797,600
|
|
|
|
||
Contingent consideration obligations
(6)
|
—
|
|
|
—
|
|
|
106,282
|
|
|
106,282
|
|
|
|
||||||
Derivative liabilities
(4)
|
—
|
|
|
1,167
|
|
|
—
|
|
|
1,167
|
|
|
|
||||||
Total Liabilities
|
$
|
—
|
|
|
$
|
787,712
|
|
|
$
|
117,337
|
|
|
$
|
905,049
|
|
|
|
(1)
|
All Level I and Level II assets and liabilities were valued using third party pricing, with the exception of the investment in Athene Holding.
|
(2)
|
See note
13
for further disclosure regarding the investment in Athene Holding.
|
(3)
|
See note
4
for further disclosure regarding VIEs.
|
(4)
|
Derivative liabilities are presented as a component of Other liabilities in the condensed consolidated statements of financial condition.
|
(5)
|
As of
June 30, 2017
, liabilities of VIEs, at fair value included debt and other liabilities of
$884.8 million
and
$12.0 million
, respectively. As of
December 31, 2016
, liabilities of VIEs, at fair value included debt and other liabilities of
$786.5 million
and
$11.1 million
, respectively. Other liabilities include contingent obligations classified as Level III.
|
(6)
|
See note
14
for further disclosure regarding contingent consideration obligations.
|
(7)
|
See note
3
to our
condensed consolidated
financial statements for further detail regarding our investments at fair value and reconciliation to the
condensed consolidated
statements of financial condition.
|
|
For the Three Months Ended June 30, 2017
|
||||||||||||||
|
Investments of Consolidated Apollo Funds
|
|
Other Investments
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||
Balance, Beginning of Period
|
$
|
643
|
|
|
$
|
45,599
|
|
|
$
|
137,344
|
|
|
$
|
183,586
|
|
Purchases
|
—
|
|
|
4,699
|
|
|
42,791
|
|
|
47,490
|
|
||||
Sales of investments/distributions
|
(8
|
)
|
|
—
|
|
|
(20,713
|
)
|
|
(20,721
|
)
|
||||
Net realized gains
|
—
|
|
|
—
|
|
|
138
|
|
|
138
|
|
||||
Changes in net unrealized gains (losses)
|
(11
|
)
|
|
(313
|
)
|
|
4,807
|
|
|
4,483
|
|
||||
Cumulative translation adjustment
|
—
|
|
|
3,113
|
|
|
6,299
|
|
|
9,412
|
|
||||
Transfer into Level III
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfer out of Level III
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, End of Period
|
$
|
624
|
|
|
$
|
53,098
|
|
|
$
|
170,666
|
|
|
$
|
224,388
|
|
Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date
|
$
|
(12
|
)
|
|
$
|
(313
|
)
|
|
$
|
—
|
|
|
$
|
(325
|
)
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
—
|
|
|
5,013
|
|
|
5,013
|
|
|
For the Three Months Ended June 30, 2016
|
||||||||||||||||||
|
Investments of Consolidated Apollo Funds
|
|
Other Investments
|
|
Investment in Athene Holding
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||||
Balance, Beginning of Period
|
$
|
1,149
|
|
|
$
|
25,793
|
|
|
$
|
453,620
|
|
|
$
|
101,969
|
|
|
$
|
582,531
|
|
Purchases
|
1,146
|
|
|
19,599
|
|
|
—
|
|
|
46,618
|
|
|
67,363
|
|
|||||
Sale of investments/Distributions
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
(32,783
|
)
|
|
(32,842
|
)
|
|||||
Net realized gains (losses)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,017
|
|
|
1,017
|
|
|||||
Changes in net unrealized gains (losses)
|
112
|
|
|
(1,530
|
)
|
|
88,817
|
|
|
(284
|
)
|
|
87,115
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
891
|
|
|
—
|
|
|
(2,086
|
)
|
|
(1,195
|
)
|
|||||
Transfer into Level III
(1)
|
505
|
|
|
—
|
|
|
—
|
|
|
11,062
|
|
|
11,567
|
|
|||||
Transfer out of Level III
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,823
|
)
|
|
(12,823
|
)
|
|||||
Balance, End of Period
|
$
|
2,853
|
|
|
$
|
44,753
|
|
|
$
|
542,437
|
|
|
$
|
112,690
|
|
|
$
|
702,733
|
|
Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date
|
$
|
42
|
|
|
$
|
(1,530
|
)
|
|
$
|
88,817
|
|
|
$
|
—
|
|
|
$
|
87,329
|
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
—
|
|
|
—
|
|
|
609
|
|
|
609
|
|
(1)
|
Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.
|
|
For the Six Months Ended June 30, 2017
|
||||||||||||||
|
Investments of Consolidated Apollo Funds
|
|
Other Investments
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||
Balance, Beginning of Period
|
$
|
567
|
|
|
$
|
45,154
|
|
|
$
|
92,474
|
|
|
$
|
138,195
|
|
Purchases
|
—
|
|
|
4,699
|
|
|
86,240
|
|
|
90,939
|
|
||||
Sale of investments/Distributions
|
(8
|
)
|
|
—
|
|
|
(32,801
|
)
|
|
(32,809
|
)
|
||||
Net realized gains (losses)
|
(14
|
)
|
|
—
|
|
|
186
|
|
|
172
|
|
||||
Changes in net unrealized gains (losses)
|
19
|
|
|
(404
|
)
|
|
7,809
|
|
|
7,424
|
|
||||
Cumulative translation adjustment
|
—
|
|
|
3,649
|
|
|
7,189
|
|
|
10,838
|
|
||||
Transfer into Level III
(1)
|
60
|
|
|
—
|
|
|
9,569
|
|
|
9,629
|
|
||||
Transfer out of Level III
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, End of Period
|
$
|
624
|
|
|
$
|
53,098
|
|
|
$
|
170,666
|
|
|
$
|
224,388
|
|
Change in net unrealized gains (losses) included in net gains from investment activities related to investments still held at reporting date
|
$
|
5
|
|
|
$
|
(404
|
)
|
|
$
|
—
|
|
|
$
|
(399
|
)
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
—
|
|
|
7,914
|
|
|
7,914
|
|
(1)
|
Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.
|
|
For the Six Months Ended June 30, 2016
|
||||||||||||||||||
|
Investments of Consolidated Apollo Funds
|
|
Other Investments
|
|
Investment in Athene Holding
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||||
Balance, Beginning of Period
|
$
|
1,634
|
|
|
$
|
434
|
|
|
$
|
510,099
|
|
|
$
|
100,941
|
|
|
$
|
613,108
|
|
Purchases
|
1,642
|
|
|
44,196
|
|
|
—
|
|
|
49,792
|
|
|
95,630
|
|
|||||
Sale of investments/Distributions
|
(702
|
)
|
|
—
|
|
|
—
|
|
|
(43,292
|
)
|
|
(43,994
|
)
|
|||||
Net realized gains (losses)
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
3,046
|
|
|
2,935
|
|
|||||
Changes in net unrealized gains (losses)
|
117
|
|
|
(411
|
)
|
|
32,338
|
|
|
(2,414
|
)
|
|
29,630
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
534
|
|
|
—
|
|
|
1,465
|
|
|
1,999
|
|
|||||
Transfer into Level III
(1)
|
1,495
|
|
|
—
|
|
|
—
|
|
|
21,418
|
|
|
22,913
|
|
|||||
Transfer out of Level III
(1)
|
(1,222
|
)
|
|
—
|
|
|
—
|
|
|
(18,266
|
)
|
|
(19,488
|
)
|
|||||
Balance, End of Period
|
$
|
2,853
|
|
|
$
|
44,753
|
|
|
$
|
542,437
|
|
|
$
|
112,690
|
|
|
$
|
702,733
|
|
Change in net unrealized gains (losses) included in net gains from investment activities related to investments still held at reporting date
|
$
|
(13
|
)
|
|
$
|
(411
|
)
|
|
$
|
32,338
|
|
|
$
|
—
|
|
|
$
|
31,914
|
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
—
|
|
|
—
|
|
|
659
|
|
|
659
|
|
(1)
|
Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.
|
|
For the Three Months Ended June 30,
|
||||||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||||||
|
Liabilities of Consolidated Apollo Funds
|
|
Liabilities of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
|
Liabilities of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
||||||||||||||
Balance, Beginning of Period
|
$
|
35
|
|
|
$
|
11,192
|
|
|
$
|
87,663
|
|
|
$
|
98,890
|
|
|
$
|
10,862
|
|
|
$
|
74,059
|
|
|
$
|
84,921
|
|
Payments/Extinguishment
|
(35
|
)
|
|
—
|
|
|
(1,865
|
)
|
|
(1,900
|
)
|
|
—
|
|
|
(5,580
|
)
|
|
(5,580
|
)
|
|||||||
Net realized gains
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Changes in net unrealized losses
(1)
|
1
|
|
|
815
|
|
|
1,102
|
|
|
1,918
|
|
|
809
|
|
|
2,488
|
|
|
3,297
|
|
|||||||
Balance, End of Period
|
$
|
—
|
|
|
$
|
12,007
|
|
|
$
|
86,900
|
|
|
$
|
98,907
|
|
|
$
|
11,671
|
|
|
$
|
70,967
|
|
|
$
|
82,638
|
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to liabilities still held at reporting date
|
$
|
—
|
|
|
$
|
815
|
|
|
$
|
—
|
|
|
$
|
815
|
|
|
$
|
809
|
|
|
$
|
—
|
|
|
$
|
809
|
|
(1)
|
Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the
condensed consolidated
statements of operations.
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||||||
|
Liabilities of Consolidated Apollo Funds
|
|
Liabilities of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
|
Liabilities of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
||||||||||||||
Balance, Beginning of Period
|
$
|
—
|
|
|
$
|
11,055
|
|
|
$
|
106,282
|
|
|
$
|
117,337
|
|
|
$
|
11,411
|
|
|
$
|
79,579
|
|
|
$
|
90,990
|
|
Additions
|
97
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Payments/Extinguishment
|
(94
|
)
|
|
—
|
|
|
(16,821
|
)
|
|
(16,915
|
)
|
|
—
|
|
|
(6,987
|
)
|
|
(6,987
|
)
|
|||||||
Net realized gains
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Changes in net unrealized (gains) losses
(1)
|
7
|
|
|
952
|
|
|
(2,561
|
)
|
|
(1,602
|
)
|
|
260
|
|
|
(1,625
|
)
|
|
(1,365
|
)
|
|||||||
Balance, End of Period
|
$
|
—
|
|
|
$
|
12,007
|
|
|
$
|
86,900
|
|
|
$
|
98,907
|
|
|
$
|
11,671
|
|
|
$
|
70,967
|
|
|
$
|
82,638
|
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to liabilities still held at reporting date
|
$
|
—
|
|
|
$
|
952
|
|
|
$
|
—
|
|
|
$
|
952
|
|
|
$
|
260
|
|
|
$
|
—
|
|
|
$
|
260
|
|
(1)
|
Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the
condensed consolidated
statements of operations.
|
|
As of June 30, 2017
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Investments of consolidated Apollo funds
|
$
|
624
|
|
|
Third party pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
Investments in other
|
53,098
|
|
|
Third party pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Investments of consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Bank debt term loans
|
4,839
|
|
|
Third party pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Corporate loans/bonds/CLO notes
|
50,985
|
|
|
Third party pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Equity securities
|
114,842
|
|
|
Book value multiple
|
|
Book value multiple
|
|
0.80x
|
|
0.80x
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
14.2%
|
|
14.2%
|
||||
Total investments of consolidated VIEs
|
170,666
|
|
|
|
|
|
|
|
|
|
|
Total Financial Assets
|
$
|
224,388
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||
Liabilities of consolidated VIEs
|
12,007
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Contingent consideration obligation
|
86,900
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
17.5%
|
|
17.5%
|
|
Total Financial Liabilities
|
$
|
98,907
|
|
|
|
|
|
|
|
|
|
(1)
|
These securities are valued primarily using unadjusted broker quotes.
|
|
As of December 31, 2016
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Investments of consolidated Apollo funds
|
$
|
567
|
|
|
Third party pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
Investments in other
|
45,154
|
|
|
Third party pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Investments of consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Bank debt term loans
|
4,701
|
|
|
Third party pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Corporate loans/bonds/CLO notes
|
15,496
|
|
|
Third party pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Equity securities
|
72,277
|
|
|
Transaction
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total investments of consolidated VIEs
|
92,474
|
|
|
|
|
|
|
|
|
|
|
Total Financial Assets
|
$
|
138,195
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||
Liabilities of consolidated VIEs
|
$
|
11,055
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
N/A
|
Contingent consideration obligation
|
106,282
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
13.0% - 17.3%
|
|
17.2%
|
|
Total Financial Liabilities
|
$
|
117,337
|
|
|
|
|
|
|
|
|
|
(1)
|
These securities are valued primarily using unadjusted broker quotes.
|
|
As of June 30, 2017
|
|
As of December 31, 2016
|
||||
Private Equity
|
$
|
816,365
|
|
|
$
|
798,465
|
|
Credit
|
417,895
|
|
|
426,114
|
|
||
Real Assets
|
36,051
|
|
|
32,526
|
|
||
Total carried interest receivable
|
$
|
1,270,311
|
|
|
$
|
1,257,105
|
|
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
||||||||
Carried interest receivable, January 1, 2017
|
$
|
798,465
|
|
|
$
|
426,114
|
|
|
$
|
32,526
|
|
|
$
|
1,257,105
|
|
Change in fair value of funds
|
323,832
|
|
|
120,896
|
|
|
8,769
|
|
|
453,497
|
|
||||
Fund distributions to the Company
|
(305,932
|
)
|
|
(129,115
|
)
|
|
(5,244
|
)
|
|
(440,291
|
)
|
||||
Carried interest receivable, June 30, 2017
|
$
|
816,365
|
|
|
$
|
417,895
|
|
|
$
|
36,051
|
|
|
$
|
1,270,311
|
|
|
As of June 30, 2017
|
|
As of December 31, 2016
|
||||
Private Equity
|
$
|
305,137
|
|
|
$
|
268,170
|
|
Credit
|
261,324
|
|
|
268,855
|
|
||
Real Assets
|
15,393
|
|
|
13,123
|
|
||
Total profit sharing payable
|
$
|
581,854
|
|
|
$
|
550,148
|
|
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
||||||||
Profit sharing payable, January 1, 2017
|
$
|
268,170
|
|
|
$
|
268,855
|
|
|
$
|
13,123
|
|
|
$
|
550,148
|
|
Profit sharing expense
(1)(2)
|
141,430
|
|
|
48,865
|
|
|
4,856
|
|
|
195,151
|
|
||||
Payments/other
|
(104,463
|
)
|
|
(56,396
|
)
|
|
(2,586
|
)
|
|
(163,445
|
)
|
||||
Profit sharing payable, June 30, 2017
|
$
|
305,137
|
|
|
$
|
261,324
|
|
|
$
|
15,393
|
|
|
$
|
581,854
|
|
(1)
|
Includes (i) changes in amounts payable to employees and former employees entitled to a share of carried interest income in Apollo’s funds and (ii) changes to the fair value of the contingent consideration obligations recognized in connection with certain Apollo acquisitions. See notes
5
and
14
for further disclosure regarding the contingent consideration obligations.
|
(2)
|
The Company has recorded a receivable from the Contributing Partners, certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated in the amount of
$32.1 million
and
$39.3 million
as of
June 30, 2017
and
December 31, 2016
, respectively. Profit sharing expense excludes the potential return of these profit sharing distributions. See note
13
for further discussion regarding the potential return of profit sharing distributions.
|
Exchange of AOG Units
for Class A shares
|
|
Increase in Deferred Tax Asset
|
|
Increase in Tax Receivable Agreement Liability
|
|
Increase to Additional Paid In Capital
|
||||||
For the Six Months Ended June 30, 2017
|
|
$
|
39,298
|
|
|
$
|
29,839
|
|
|
$
|
9,459
|
|
For the Six Months Ended June 30, 2016
|
|
$
|
1,197
|
|
|
$
|
1,006
|
|
|
$
|
191
|
|
|
As of June 30, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||
|
Outstanding
Balance
|
|
Fair Value
|
|
Annualized
Weighted
Average
Interest Rate
|
|
Outstanding
Balance
|
|
Fair Value
|
|
Annualized
Weighted
Average
Interest Rate
|
||||||||||
2013 AMH Credit Facilities - Term Facility
(1)
|
$
|
299,599
|
|
|
$
|
298,875
|
|
(3)
|
2.22
|
%
|
|
$
|
299,543
|
|
|
$
|
298,500
|
|
(3)
|
1.82
|
%
|
2024 Senior Notes
(1)
|
495,533
|
|
|
509,131
|
|
(4)
|
4.00
|
|
|
495,208
|
|
|
498,336
|
|
(4)
|
4.00
|
|
||||
2026 Senior Notes
(1)
|
495,422
|
|
|
517,534
|
|
(4)
|
4.40
|
|
|
495,165
|
|
|
497,923
|
|
(4)
|
4.40
|
|
||||
2014 AMI Term Facility I
(2)
|
15,666
|
|
|
15,666
|
|
(3)
|
2.00
|
|
|
14,449
|
|
|
14,449
|
|
(3)
|
2.00
|
|
||||
2014 AMI Term Facility II
(2)
|
17,710
|
|
|
17,710
|
|
(3)
|
1.75
|
|
|
16,306
|
|
|
16,306
|
|
(3)
|
1.75
|
|
||||
2016 AMI Term Facility I
(2)
|
19,390
|
|
|
19,390
|
|
(3)
|
1.75
|
|
|
17,852
|
|
|
17,852
|
|
(3)
|
1.75
|
|
||||
2016 AMI Term Facility II
(2)
|
15,124
|
|
|
15,124
|
|
(3)
|
2.00
|
|
|
13,924
|
|
|
13,924
|
|
(3)
|
2.00
|
|
||||
Total Debt
|
$
|
1,358,444
|
|
|
$
|
1,393,430
|
|
|
|
|
$
|
1,352,447
|
|
|
$
|
1,357,290
|
|
|
|
(1)
|
Includes impact of any amortization of note discount, as applicable. Outstanding balance is presented net of unamortized debt issuance costs, which are presented in the following table:
|
|
As of June 30, 2017
|
|
As of December 31, 2016
|
||||
2013 AMH Credit Facilities - Term Facility
|
$
|
401
|
|
|
$
|
457
|
|
2024 Senior Notes
|
$
|
3,775
|
|
|
$
|
4,051
|
|
2026 Senior Notes
|
$
|
4,186
|
|
|
$
|
4,420
|
|
(2)
|
Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into the following five year credit agreements and proceeds from the borrowings were used to fund the Company’s investment in European CLOs it manages:
|
Facility
|
|
Date
|
|
Loan Amount
|
||
2014 AMI Term Facility I
|
|
July 3, 2014
|
|
€
|
13,711
|
|
2014 AMI Term Facility II
|
|
December 9, 2014
|
|
€
|
15,500
|
|
2016 AMI Term Facility I
|
|
January 18, 2016
|
|
€
|
16,970
|
|
2016 AMI Term Facility II
|
|
June 22, 2016
|
|
€
|
13,236
|
|
(3)
|
Fair value is based on obtained broker quotes and these notes would be classified as a Level III liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services. For instances where broker quotes are not available, a discounted cash flow method is used to obtain a fair value.
|
(4)
|
Fair value is based on obtained broker quotes and these notes would be classified as a Level II liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest Expense:
(1)
|
|
|
|
|
|
|
|
||||||||
2013 AMH Term Facility
|
$
|
2,047
|
|
|
$
|
2,249
|
|
|
$
|
3,959
|
|
|
$
|
4,712
|
|
2024 Senior Notes
|
5,163
|
|
|
5,163
|
|
|
10,326
|
|
|
10,326
|
|
||||
2026 Senior Notes
|
5,628
|
|
|
2,114
|
|
|
11,256
|
|
|
2,114
|
|
||||
AMI Term Facilities
|
357
|
|
|
274
|
|
|
653
|
|
|
521
|
|
||||
Total Interest Expense
|
$
|
13,195
|
|
|
$
|
9,800
|
|
|
$
|
26,194
|
|
|
$
|
17,673
|
|
(1)
|
Debt issuance costs incurred in connection with the Term Facility, the 2024 Senior Notes and the 2026 Senior Notes are amortized into interest expense over the term of the debt arrangement.
|
|
Basic and Diluted
|
|
||||||||||||||
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Apollo Global Management, LLC Class A Shareholders
|
$
|
86,908
|
|
|
$
|
174,092
|
|
|
$
|
232,104
|
|
|
$
|
141,264
|
|
|
Distributions declared on Class A shares
(1)
|
(94,451
|
)
|
|
(46,014
|
)
|
|
(178,666
|
)
|
|
(97,446
|
)
|
|
||||
Distributions on participating securities
(2)
|
(3,295
|
)
|
|
(1,766
|
)
|
|
(6,154
|
)
|
|
(3,889
|
)
|
|
||||
Earnings allocable to participating securities
|
—
|
|
(3)
|
(4,959
|
)
|
|
(1,760
|
)
|
|
(1,766
|
)
|
|
||||
Undistributed income (loss) attributable to Class A shareholders: Basic and Diluted
|
$
|
(10,838
|
)
|
|
$
|
121,353
|
|
|
$
|
45,524
|
|
|
$
|
38,163
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of Class A shares outstanding: Basic and Diluted
|
190,591,756
|
|
|
183,695,920
|
|
|
188,564,562
|
|
|
183,180,625
|
|
|
||||
Net Income per Class A Share: Basic and Diluted
(4)
|
|
|
|
|
|
|
|
|
||||||||
Distributed Income
|
$
|
0.49
|
|
|
$
|
0.25
|
|
|
$
|
0.94
|
|
|
$
|
0.53
|
|
|
Undistributed Income (Loss)
|
(0.05
|
)
|
|
0.66
|
|
|
0.25
|
|
|
0.21
|
|
|
||||
Net Income per Class A Share: Basic and Diluted
|
$
|
0.44
|
|
|
$
|
0.91
|
|
|
$
|
1.19
|
|
|
$
|
0.74
|
|
|
(1)
|
See note
12
for information regarding the quarterly distributions declared and paid during
2017
and
2016
.
|
(2)
|
Participating securities consist of vested and unvested RSUs that have rights to distributions and unvested restricted shares.
|
(3)
|
No allocation of undistributed losses was made to the participating securities as the holders do not have a contractual obligation to share in the losses of the Company with Class A shareholders.
|
(4)
|
For the
three and six months ended
June 30, 2017 and 2016
, all of the classes of securities were determined to be anti-dilutive.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Weighted average vested RSUs
|
224,100
|
|
|
1,333,695
|
|
|
728,892
|
|
|
2,238,242
|
|
Weighted average unvested RSUs
|
6,555,432
|
|
|
6,085,951
|
|
|
6,403,785
|
|
|
6,148,916
|
|
Weighted average unexercised options
|
210,420
|
|
|
222,920
|
|
|
216,670
|
|
|
222,920
|
|
Weighted average AOG Units outstanding
|
211,895,190
|
|
|
216,065,719
|
|
|
213,591,049
|
|
|
216,117,787
|
|
Weighted average unvested restricted shares
|
244,503
|
|
|
90,130
|
|
|
159,432
|
|
|
94,633
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Plan Grants:
|
|
|
|
|
|
|
|
|
||||
Discount for the lack of distributions until vested
(1)
|
|
13.5
|
%
|
|
16.0
|
%
|
|
11.2
|
%
|
|
16.0
|
%
|
Marketability discount for transfer restrictions
(2)
|
|
4.7
|
%
|
|
6.1
|
%
|
|
3.3
|
%
|
|
6.1
|
%
|
Bonus Grants:
|
|
|
|
|
|
|
|
|
||||
Marketability discount for transfer restrictions
(2)
|
|
2.3
|
%
|
|
3.5
|
%
|
|
2.3
|
%
|
|
3.5
|
%
|
(1)
|
Based on the present value of a growing annuity calculation.
|
(2)
|
Based on the Finnerty Model calculation.
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Actual forfeiture rate
|
|
4.0
|
%
|
|
3.6
|
%
|
|
7.6
|
%
|
|
4.3
|
%
|
||||
Equity-based compensation
|
|
$
|
16,670
|
|
|
$
|
17,773
|
|
|
$
|
33,701
|
|
|
$
|
35,840
|
|
|
Unvested
|
|
Weighted Average Grant Date Fair Value
|
|
Vested
|
|
Total Number
of RSUs Outstanding |
|
|||||
Balance at January 1, 2017
|
9,391,566
|
|
|
$
|
15.80
|
|
|
2,752,455
|
|
|
12,144,021
|
|
(1)
|
Granted
|
1,085,468
|
|
|
20.42
|
|
|
—
|
|
|
1,085,468
|
|
|
|
Forfeited
|
(795,911
|
)
|
|
18.55
|
|
|
—
|
|
|
(795,911
|
)
|
|
|
Issued
|
—
|
|
|
18.54
|
|
|
(2,924,913
|
)
|
|
(2,924,913
|
)
|
|
|
Vested
|
(587,676
|
)
|
|
16.94
|
|
|
587,676
|
|
|
—
|
|
|
|
Balance at June 30, 2017
|
9,093,447
|
|
(2)
|
$
|
16.04
|
|
|
415,218
|
|
|
9,508,665
|
|
(1)
|
(1)
|
Amount excludes RSUs which have vested and have been issued in the form of Class A shares.
|
(2)
|
RSUs were expected to vest over the weighted average period of
2.3
years.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Management fees
|
$
|
74
|
|
|
$
|
12,295
|
|
|
$
|
2,138
|
|
|
$
|
5,164
|
|
Equity-based compensation
|
$
|
551
|
|
|
$
|
12,382
|
|
|
$
|
3,455
|
|
|
$
|
5,348
|
|
Actual forfeiture rate
|
—
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
0.5
|
%
|
|
For the Six Months Ended June 30, 2017
|
|||||||||||||
|
Total
Amount
|
|
Non-
Controlling
Interest % in
Apollo
Operating
Group
|
|
Allocated to Non-Controlling Interest in Apollo Operating Group
(1)
|
|
Allocated to
Apollo
Global
Management,
LLC
|
|||||||
RSUs, share options and restricted share awards
|
$
|
36,709
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
36,709
|
|
AHL Awards
|
3,455
|
|
|
52.1
|
|
|
1,800
|
|
|
1,655
|
|
|||
Other equity-based compensation awards
|
5,683
|
|
|
52.1
|
|
|
2,961
|
|
|
2,722
|
|
|||
Total equity-based compensation
|
$
|
45,847
|
|
|
|
|
4,761
|
|
|
41,086
|
|
|||
Less other equity-based compensation awards
(2)
|
|
|
|
|
(4,761
|
)
|
|
(5,980
|
)
|
|||||
Capital increase related to equity-based compensation
|
|
|
|
|
$
|
—
|
|
|
$
|
35,106
|
|
|
For the Six Months Ended June 30, 2016
|
|||||||||||||
|
Total
Amount
|
|
Non-
Controlling
Interest % in
Apollo
Operating
Group
|
|
Allocated to Non-Controlling Interest in Apollo Operating Group
(1)
|
|
Allocated to
Apollo
Global
Management,
LLC
|
|||||||
RSUs, share options and restricted share awards
|
$
|
37,628
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
37,628
|
|
AHL Awards
|
5,348
|
|
|
54.0
|
|
|
2,888
|
|
|
2,460
|
|
|||
Other equity-based compensation awards
|
5,064
|
|
|
54.0
|
|
|
2,735
|
|
|
2,329
|
|
|||
Total equity-based compensation
|
$
|
48,040
|
|
|
|
|
5,623
|
|
|
42,417
|
|
|||
Less other equity-based compensation awards
(2)
|
|
|
|
|
(5,623
|
)
|
|
(5,710
|
)
|
|||||
Capital increase related to equity-based compensation
|
|
|
|
|
$
|
—
|
|
|
$
|
36,707
|
|
(1)
|
Calculated based on average ownership percentage for the period considering Class A share issuances during the period.
|
(2)
|
Includes equity-based compensation reimbursable by certain funds and distributions related to forfeited RSUs.
|
|
For the Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Reduction of Class A shares issued
(1)
|
1,067,648
|
|
|
2,090,121
|
|
||
Class A shares issued
|
1,864,001
|
|
|
3,810,973
|
|
||
Gross value of shares
(2)
|
$
|
66,402
|
|
|
$
|
82,801
|
|
(1)
|
Cash paid for net share settlement was
$24.3 million
and
$29.6 million
for the
six months ended
June 30, 2017 and 2016
, respectively.
|
(2)
|
Based on the closing price of a Class A share at the time of issuance.
|
Distribution
Declaration Date
|
|
Distribution
per
Class A
Share
|
|
Distribution
Payment Date
|
|
Distribution
to
Class A
Shareholders
|
|
Distribution to
Non-Controlling
Interest Holders
in the Apollo
Operating
Group
|
|
Total
Distributions
from
Apollo
Operating
Group
|
|
Distribution
Equivalents
on
Participating
Securities
|
||||||||||
February 3, 2016
|
|
$
|
0.28
|
|
|
February 29, 2016
|
|
$
|
51.4
|
|
|
$
|
60.5
|
|
|
$
|
111.9
|
|
|
$
|
2.1
|
|
May 6, 2016
|
|
0.25
|
|
|
May 31, 2016
|
|
46.0
|
|
|
54.0
|
|
|
100.0
|
|
|
1.8
|
|
|||||
August 3, 2016
|
|
0.37
|
|
|
August 31, 2016
|
|
68.4
|
|
|
79.9
|
|
|
148.3
|
|
|
2.4
|
|
|||||
October 28, 2016
|
|
0.35
|
|
|
November 30, 2016
|
|
64.9
|
|
|
75.4
|
|
|
140.3
|
|
|
2.1
|
|
|||||
For the year ended December 31, 2016
|
|
$
|
1.25
|
|
|
|
|
$
|
230.7
|
|
|
$
|
269.8
|
|
|
$
|
500.5
|
|
|
$
|
8.4
|
|
February 3, 2017
|
|
$
|
0.45
|
|
|
February 28, 2017
|
|
$
|
84.2
|
|
|
$
|
97.0
|
|
|
$
|
181.2
|
|
|
$
|
2.9
|
|
April 13, 2017
(1)
|
|
—
|
|
|
April 13, 2017
|
|
—
|
|
|
20.5
|
|
|
20.5
|
|
|
—
|
|
|||||
April 28, 2017
|
|
0.49
|
|
|
May 31, 2017
|
|
94.5
|
|
|
102.9
|
|
|
197.4
|
|
|
3.3
|
|
|||||
For the six months ended June 30, 2017
|
|
$
|
0.94
|
|
|
|
|
$
|
178.7
|
|
|
$
|
220.4
|
|
|
$
|
399.1
|
|
|
$
|
6.2
|
|
(1)
|
On April 13, 2017, the Company made a
$0.10
per AOG Unit pro rata distribution to the Non-Controlling Interest holders in the Apollo Operating Group in connection with a payment made under the tax receivable agreement. See note
13
for more information regarding the tax receivable agreement.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to Non-Controlling Interests in consolidated entities:
|
|
|
|
|
|
|
|
||||||||
Interest in management companies and a co-investment vehicle
(1)
|
$
|
760
|
|
|
$
|
2,462
|
|
|
$
|
1,627
|
|
|
$
|
4,544
|
|
Other consolidated entities
|
3,775
|
|
|
(384
|
)
|
|
6,292
|
|
|
(431
|
)
|
||||
Net income attributable to Non-Controlling Interests in consolidated entities
|
$
|
4,535
|
|
|
$
|
2,078
|
|
|
$
|
7,919
|
|
|
$
|
4,113
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Non-Controlling Interests in the Apollo Operating Group:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
192,942
|
|
|
$
|
415,803
|
|
|
$
|
547,972
|
|
|
$
|
341,242
|
|
Net income attributable to Non-Controlling Interests in consolidated entities
|
(4,535
|
)
|
|
(2,078
|
)
|
|
(7,919
|
)
|
|
(4,113
|
)
|
||||
Net income after Non-Controlling Interests in consolidated entities
|
188,407
|
|
|
413,725
|
|
|
540,053
|
|
|
337,129
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Income tax provision (benefit)
(2)
|
(777
|
)
|
|
37,988
|
|
|
38,384
|
|
|
32,841
|
|
||||
NYC UBT and foreign tax benefit
(3)
|
976
|
|
|
(8,247
|
)
|
|
(4,419
|
)
|
|
(7,296
|
)
|
||||
Net (income) loss in non-Apollo Operating Group entities
|
—
|
|
|
(1
|
)
|
|
2
|
|
|
19
|
|
||||
Net income attributable to Preferred Shareholders
|
(4,772
|
)
|
|
—
|
|
|
(4,772
|
)
|
|
—
|
|
||||
Total adjustments
|
(4,573
|
)
|
|
29,740
|
|
|
29,195
|
|
|
25,564
|
|
||||
Net income after adjustments
|
183,834
|
|
|
443,465
|
|
|
569,248
|
|
|
362,693
|
|
||||
Weighted average ownership percentage of Apollo Operating Group
|
52.6
|
%
|
|
54.0
|
%
|
|
53.1
|
%
|
|
54.1
|
%
|
||||
Net income attributable to Non-Controlling Interests in Apollo Operating Group
|
$
|
96,727
|
|
|
$
|
239,633
|
|
|
$
|
303,177
|
|
|
$
|
195,865
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income attributable to Non-Controlling Interests
|
$
|
101,262
|
|
|
$
|
241,711
|
|
|
$
|
311,096
|
|
|
$
|
199,978
|
|
Other comprehensive income (loss) attributable to Non-Controlling Interests
|
2,314
|
|
|
(1,717
|
)
|
|
3,189
|
|
|
917
|
|
||||
Comprehensive Income Attributable to Non-Controlling Interests
|
$
|
103,576
|
|
|
$
|
239,994
|
|
|
$
|
314,285
|
|
|
$
|
200,895
|
|
(1)
|
Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of the credit funds managed by Apollo.
|
(2)
|
Reflects all taxes recorded in our
condensed consolidated
statements of operations. Of this amount, U.S. federal, state, and local corporate income taxes attributable to APO Corp. are added back to income of the Apollo Operating Group before calculating Non-Controlling Interests as the income allocable to the Apollo Operating Group is not subject to such taxes.
|
(3)
|
Reflects NYC UBT and foreign taxes that are attributable to the Apollo Operating Group and its subsidiaries related to its operations in the U.S. as partnerships and in non-U.S. jurisdictions as corporations. As such, these amounts are considered in the income attributable to the Apollo Operating Group.
|
|
As of
June 30, 2017 |
|
As of
December 31, 2016 |
||||
Due from Related Parties:
|
|
|
|
||||
Due from private equity funds
|
$
|
33,182
|
|
|
$
|
19,089
|
|
Due from portfolio companies
|
44,354
|
|
|
34,339
|
|
||
Due from credit funds
|
130,572
|
|
|
112,516
|
|
||
Due from Contributing Partners, employees and former employees
|
51,500
|
|
|
72,305
|
|
||
Due from real assets funds
|
22,894
|
|
|
16,604
|
|
||
Total Due from Related Parties
|
$
|
282,502
|
|
|
$
|
254,853
|
|
Due to Related Parties:
|
|
|
|
||||
Due to Managing Partners and Contributing Partners
|
$
|
518,486
|
|
|
$
|
506,542
|
|
Due to private equity funds
|
25,640
|
|
|
56,880
|
|
||
Due to credit funds
|
68,364
|
|
|
66,859
|
|
||
Due to real assets funds
|
282
|
|
|
281
|
|
||
Distributions payable to employees
|
—
|
|
|
7,564
|
|
||
Total Due to Related Parties
|
$
|
612,772
|
|
|
$
|
638,126
|
|
A.
|
In re: Caesars Entertainment Operating Company, Inc. bankruptcy proceedings, No. 15-01145 (N.D. Ill. Bankr.) (the “Illinois Bankruptcy Action”). On January 17, 2017, an order was entered in the Illinois Bankruptcy Action confirming a plan of reorganization for CEOC and its debtor subsidiaries (the “Plan”) which, inter alia, grants broad releases to Apollo and others. The Plan is likely to become effective in the third quarter of 2017 after the conditions to its effectiveness have been satisfied. On the effective date of the Plan (the “Plan Effective Date”), the Apollo Released Parties (as defined below) will be released from the claims in the WSFS Action, the UMB Action, the Trilogy Action, the Danner Action, the BOKF Action, the UMB SDNY Action, the Wilmington Trust Action and the CEOC Action (each as defined below).
|
•
|
Background: On January 12, 2015,
three
holders of CEOC second lien notes filed an involuntary bankruptcy petition against CEOC in the United States Bankruptcy Court for the District of Delaware (the “Delaware Bankruptcy Action”). On January 15, 2015, CEOC and certain of its affiliates (collectively the “Debtors”) filed the Illinois Bankruptcy Action under Chapter 11 in the Northern District of Illinois. On February 2, 2015, the court in the Delaware Bankruptcy Action ordered that all bankruptcy proceedings relating to the Debtors should take place in the Illinois Bankruptcy Action. The Illinois Bankruptcy Court held an evidentiary hearing to determine whether the Debtors’ petition date was January 12, 2015 or January 15, 2015; this motion has not yet been ruled on by the Illinois Bankruptcy Court, and pursuant to the Plan this motion will be dismissed as moot. Certain of the Debtors’ creditors indicated in filings with the Illinois Bankruptcy Court that an investigation into certain acts and transactions that predated the Debtors’ bankruptcy filing could lead to claims against a number of parties, including AGM and certain of its affiliates. No such claims were brought by the Debtors’ prepetition creditors against Apollo in the Illinois Bankruptcy Action. On May 13, 2016, the Official Committee of Second Priority Noteholders (the “Second Lien Noteholders Committee”) filed a motion seeking an Order granting it standing to commence, prosecute and settle claims on behalf of the Debtors’ estates (the “Standing Motion”). The proposed complaint filed with the Standing Motion names Apollo and many others as defendants (see also “H” below). On or about September 27, 2016, Caesars Entertainment and the Debtors announced that they had received confirmations from representatives of the Debtors’ major creditor groups of those groups’ support for a term sheet that describes the key economic terms of a proposed consensual chapter 11 plan for the Debtors. On October 4, 2016, the Debtors filed the Third Amended Joint Plan of Reorganization which subsequently was amended and became the Plan. As part of the Plan, and in connection with the merger between Caesars Entertainment and Caesars Acquisition Company (“CAC”), funds managed by Apollo will not retain any of their equity interests in the merged Caesars Entertainment on account of their pre-merger Caesars Entertainment shares. Such equity interests would, instead, be for the benefit of CEOC’s creditors. Funds managed by Apollo will, however, retain their equity interests in the merged Caesars Entertainment on account of their CAC shares. The voting deadline on the Plan was November 21, 2016, and approximately
90%
in dollar amount of the Debtors’ creditors voted in favor of the Plan. On October 17, 2016, the Bankruptcy Court granted the Debtors’ requested injunction of the WSFS, Trilogy, Danner, UMB, Wilmington Trust and BOKF Actions (defined below “B”, “C”, “D”, “F” and “G”) (the “105 Injunction”) through the first omnibus hearing after Plan confirmation, and by order dated January 26, 2017 the 105 Injunction was extended to, inter alia, the Plan Effective Date. At the confirmation hearing, no creditor presented any objection to the Plan. As noted above, the Plan was confirmed by the Illinois Bankruptcy Court and will become effective after the conditions to its effectiveness have been satisfied. The Plan provides several parties, including, AGM and certain of its affiliates (collectively referred to as the "Apollo Released Parties") with a release of claims that the Debtors and the Debtors’ creditors have or may have against any or all of the Apollo Released Parties, including those described below in the WSFS Action, the Trilogy
|
B.
|
Wilmington Savings Fund Society, FSB v. Caesars Entertainment Corp. et al., No. 10004-CVG (Del. Ch.) (the “WSFS Action”). On August 4, 2014, Wilmington Savings Fund Society, FSB (“WSFS”), as trustee for certain CEOC second-lien notes, sued Caesars Entertainment, CEOC, other Caesars Entertainment-affiliated entities, and certain of Caesars Entertainment’s directors, including Marc Rowan, Eric Press, David Sambur (each an Apollo Partner) and Jeffrey Benjamin (a consultant to Apollo), in Delaware’s Court of Chancery (the “Delaware Court”). WSFS (i) asserts claims (against some or all of the defendants) for fraudulent conveyance, breach of fiduciary duty, breach of contract, corporate waste, and aiding and abetting related to certain transactions among CEOC and certain of its subsidiaries and Caesars Entertainment and certain of its affiliates, and (ii) requests (among other things) that the Delaware Court unwind the challenged transactions and award damages. WSFS served a subpoena for documents on Apollo on September 11, 2014, but Apollo’s response was stayed during the pendency of motions to dismiss under a September 23, 2014 stipulated order. On March 18, 2015, the Delaware Court denied Defendants’ motion to dismiss. Apollo served responses and objections to WSFS’ subpoena on March 25, 2015. Caesars Entertainment answered the complaint on April 1, 2015. During the pendency of CEOC’s bankruptcy proceedings, the WSFS Action has been automatically stayed with respect to CEOC. WSFS additionally advised the Illinois Bankruptcy Court that, during CEOC’s bankruptcy proceedings, WSFS would only pursue claims in the WSFS Action relating to whether Caesars Entertainment remains liable on a guarantee of certain of CEOC’s second priority notes. On July 17, 2015, WSFS served supplemental subpoenas to several entities affiliated with AGM, and AGM and these entities have substantially completed their production of non-privileged documents responsive to those subpoenas. On March 11, 2016, WSFS filed a motion for partial summary judgment (the “Summary Judgment Motion”) on its breach of contract claim against Caesars Entertainment. On April 25, 2016, Caesars Entertainment filed a joint Cross-Motion for Partial Summary Judgment and answering brief in opposition to WSFS’ Summary Judgment Motion (the “Cross-Motion”). WSFS filed its joint reply and opposition to Caesars Entertainment’s Cross-Motion on May 25, 2016, and Caesars Entertainment filed a reply to WSFS’ opposition on June 9, 2016. On June 15, 2016, the Illinois Bankruptcy Court issued a temporary restraining order and preliminary injunction pursuant to Section 105(a) of the Bankruptcy Code enjoining the plaintiffs in the WSFS Action from prosecuting actions against Caesars Entertainment until August 29, 2016. On October 17, 2016, the Illinois Bankruptcy Court granted the 105 Injunction staying the WSFS Action initially through the first omnibus hearing after Plan confirmation, and now through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the WSFS Action. As aforementioned, the Plan was confirmed by an order dated January 17, 2017.
|
C.
|
Trilogy Portfolio Company, L.L.C., et al. v. Caesars Entertainment Corp., et al., No. 14-cv-7091 (S.D.N.Y.) (the “Trilogy Action”). On September 3, 2014, institutional investors allegedly holding approximately
$137 million
in CEOC unsecured senior notes sued CEOC and Caesars Entertainment in federal court in New York (the “New York Court”) for breach of contract and the implied covenant of good faith, Trust Indenture Act (“TIA”) violations, and a declaratory judgment challenging the August 2014 private financing transaction in which a portion of outstanding senior unsecured notes were purchased by Caesars Entertainment, and a majority of the noteholders agreed to amend the indenture to terminate Caesars Entertainment’s guarantee of the notes and modify certain restrictions on CEOC’s ability to sell assets. Caesars Entertainment and CEOC filed a motion to dismiss on November 12, 2014. On January 15, 2015, the New York Court granted the motion with respect to a TIA claim by Trilogy but otherwise denied the motion. On January 30, 2015, plaintiffs filed an amended complaint seeking relief against Caesars Entertainment only, and Caesars Entertainment answered on February 12, 2015. On October 2, 2014, a related putative class action complaint was filed on behalf of the holders of these notes captioned Danner v. Caesars Entertainment Corp., et al., No. 14-cv-7973 (S.D.N.Y.) (the “Danner Action”), against Caesars Entertainment alleging claims similar to those in the Trilogy Action. On February 19, 2015, plaintiffs filed an amended complaint, and Caesars Entertainment answered the amended complaint on February 25, 2015. In March 2015, each of Trilogy and Danner served subpoenas for documents on Apollo. Apollo produced responsive, non-privileged documents in response to those subpoenas. In July 2015, Trilogy and Danner served subpoenas for depositions on Apollo and those depositions were completed on September 22, 2015. On October 23, 2015, Trilogy and Danner filed motions for partial summary judgment, related to TIA and breach of contract claims. On December 29, 2015, the New York Court denied the motions for partial summary judgment. On March 23, 2016, the judge presiding over the Trilogy and Danner Actions announced that she was retiring from the bench effective April 28, 2016. A new judge was assigned to preside over the Trilogy and Danner Actions (in addition to the BOKF, UMB SDNY and Wilmington Trust Actions, defined below). On April 6, 2016, the parties agreed to a renewed summary judgment schedule for the Trilogy, Danner, BOKF, UMB SDNY (as defined below) and Wilmington Trust Actions. The moving parties submitted their briefs to the New
|
D.
|
UMB Bank v. Caesars Entertainment Corporation, et al., No. 10393 (Del. Ch.) (the “UMB Action”). On November 25, 2014, UMB Bank, as trustee for certain CEOC notes, sued Caesars Entertainment, CEOC, other Caesars Entertainment-affiliated entities and certain of Caesars Entertainment’s directors, including Marc Rowan, Eric Press, David Sambur (each an Apollo Partner) and Jeffrey Benjamin (an Apollo consultant), in the Delaware Court. The UMB Action alleges claims for actual and constructive fraudulent conveyance and transfer, insider preferences, illegal dividends, breach of contract, intentional interference with contractual relations, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, usurpation of corporate opportunities, and unjust enrichment. The UMB Action seeks appointment of a receiver for CEOC, a constructive trust and other relief. The UMB Action has been assigned to the same judge overseeing the WSFS Action. The UMB Action has effectively been stayed since April 7, 2016, and on October 17, 2016, the Illinois Bankruptcy Court granted the 105 Injunction staying the UMB Action initially through the first omnibus hearing after Plan confirmation and now by order dated January 26, 2017 through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the UMB Action. As aforementioned, the Plan was confirmed by an order dated January 17, 2017.
|
E.
|
Koskie v. Caesars Acquisition Company, et al., No. A-14-711712-C (Clark Cnty Nev. Dist. Ct.) (the “Koskie Action”). On December 30, 2014, Nicholas Koskie brought a shareholder class action on behalf of shareholders of Caesars Acquisition Company (“CAC”) against CAC, Caesars Entertainment, and members of CAC’s Board of Directors, including Marc Rowan and David Sambur (each an Apollo partner). The lawsuit challenges CAC’s and Caesars Entertainment’s plan to merge, alleging that the proposed transaction will not give CAC shareholders fair value. Koskie asserts claims for breach of fiduciary duty relating to the director defendants’ interrelationships with the entities involved the proposed transaction. The case has been dismissed for failure to prosecute, and the time granted to the plaintiff to refile has passed without there being any refiling.
|
F.
|
BOKF, N.A. v. Caesars Entertainment Corporation, No. 15-156 (S.D.N.Y) (the “BOKF Action”). On March 3, 2015, BOKF, N.A., as trustee for certain CEOC notes, sued Caesars Entertainment in the New York Court. The lawsuit alleges claims for breach of contract, intentional interference with contractual relations and a declaratory judgment, and seeks to enforce Caesars Entertainment’s guarantee of certain CEOC notes. The BOKF Action has been assigned to the same judge in the New York Court as the Trilogy and Danner Actions. On March 25, 2015, Caesars Entertainment filed an answer to the complaint. On May 19, 2015, BOKF sent the New York Court a letter requesting permission to file a partial summary judgment motion on Counts II and V of its complaint, related to the validity and enforceability of Caesars Entertainment’s guarantee of certain notes issued by CEOC and alleged violations of the Trust Indenture Act, 15 U.S.C. §§ 76aaa, et seq. The Trilogy and Danner plaintiffs did not join BOKF’s request to file for partial summary judgment. On May 28, 2015, the New York Court granted BOKF permission to move for partial summary judgment. On June 15, 2015, another related complaint captioned UMB Bank, N.A. v. Caesars Entertainment Corp., et al., No. 15-cv-4634 (S.D.N.Y.) (the “UMB SDNY Action”) was filed by UMB Bank, N.A., solely in its capacity as Indenture Trustee of certain first lien notes (“UMB”), against Caesars Entertainment alleging claims similar to those alleged in the BOKF, Trilogy and Danner Actions. On June 16, 2015, UMB sent a letter to the New York Court requesting permission to file a partial summary judgment motion on the same schedule with BOKF. On June 26, 2015, BOKF and UMB filed partial summary judgment motions (the “Partial Summary Judgment Motions”). On July 24, 2015, Caesars Entertainment filed its opposition to the Partial Summary Judgment Motions, and on August 7, 2015, BOKF and UMB filed reply briefs in further support of the Partial Summary Judgment Motions. On August 27, 2015, the New York Court denied the Partial Summary Judgment Motions and certified its opinion for an interlocutory appeal to the United States Court of Appeals for the Second Circuit. On December 22, 2015, the Second Circuit declined to hear the interlocutory appeal. Separately, on November 20, 2015, BOKF and UMB filed a second set of motions for partial summary judgment, on the issue of the disputed contract interpretation related to indenture release provisions. On January 5, 2016 the New York Court denied these motions. At a hearing on February 22, 2016, the New York Court bifurcated the trial in the BOKF and UMB SDNY
|
G.
|
Wilmington Trust, National Association v. Caesars Entertainment Corporation, No. 15-cv-08280 (S.D.N.Y.) (the “Wilmington Trust Action”). On October 20, 2015, Wilmington Trust, N.A., solely in its capacity as Indenture Trustee for the
10.75%
Notes due 2016 (“Wilmington Trust”), sued Caesars Entertainment in the New York Court alleging claims similar to those alleged in the BOKF, UMB, Trilogy, and Danner Actions. The parties cross-moved for partial summary judgment on the same schedule as the Trilogy Action. Caesars Entertainment argued that its actions did not violate the TIA and that its guarantee of the
10.75%
Notes was automatically released under a certain clause contained in the indenture governing the
10.75%
Notes. Wilmington Trust argued that Caesars Entertainment’s actions constituted an improper out-of-court reorganization under the TIA and that Caesars Entertainment’s guarantee was not released because the necessary conditions precedent did not occur. Although the temporary restraining order and preliminary injunction issued by the Illinois Bankruptcy Court did not apply to the Wilmington Trust Action, on July 6, 2016, Wilmington Trust and Caesars Entertainment filed a stipulation staying the Wilmington Trust Action until August 29, 2016. The New York Court scheduled oral argument for August 30, 2016. A motion was made by CEOC and the other Debtors to the Illinois Bankruptcy Court to extend the stay beyond August 29, 2016, which motion was denied. On October 17, 2016, the Illinois Bankruptcy Court granted the 105 Injunction staying the Wilmington Trust Action initially through the first omnibus hearing after Plan confirmation and now by order dated January 26, 2017 through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the Wilmington Trust Action. As aforementioned, the Plan was confirmed by an order dated January 17, 2017.
|
H.
|
CEOC v. Caesars Entertainment et al., Illinois Bankruptcy Court (the “CEOC Action”). On or about August 9, 2016, CEOC and certain of the other Debtors commenced a “placeholder” lawsuit against Caesars Entertainment, AGM, Caesars Entertainment directors (including Messrs. Rowan, Sambur, Press and Benjamin) and certain of its officers, and many others to, inter alia, prevent the statute of limitations from running respecting any claim owned by a Debtor’s estate. This lawsuit basically asserts the claims identified in the Examiner’s Report and has been stayed by an order of the Bankruptcy Court. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the CEOC Action. As aforementioned, the Plan was confirmed by an order dated January 17, 2017.
|
|
Remaining 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Aggregate minimum future payments
|
$
|
17,101
|
|
|
$
|
31,347
|
|
|
$
|
30,400
|
|
|
$
|
13,664
|
|
|
$
|
4,757
|
|
|
$
|
6,955
|
|
|
$
|
104,224
|
|
|
Remaining 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Other long-term obligations
|
$
|
15,833
|
|
|
$
|
7,777
|
|
|
$
|
3,506
|
|
|
$
|
1,936
|
|
|
$
|
1,936
|
|
|
$
|
1,603
|
|
|
$
|
32,591
|
|
•
|
Decisions related
to the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires;
|
•
|
Decisions
related to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses; and
|
•
|
Decisions relating to expenses, such as determining annual discretionary bonuses and equity-based compensation awards to its employees. With respect to compensation, management seeks to align the interests of certain professionals and selected other individuals with those of the investors in such funds and those of the Company’s shareholders by providing such individuals a profit sharing interest in the carried interest income earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on the Company’s performance and growth for the year.
|
|
As of and for the Three Months Ended June 30, 2017
|
||||||||||||||
|
Private
Equity
Segment
|
|
Credit
Segment
|
|
Real
Assets
Segment
|
|
Total
Reportable
Segments
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Management fees from related parties
|
$
|
77,275
|
|
|
$
|
169,856
|
|
|
$
|
19,777
|
|
|
$
|
266,908
|
|
Advisory and transaction fees from related parties, net
|
19,302
|
|
|
3,709
|
|
|
618
|
|
|
23,629
|
|
||||
Carried interest income (loss) from related parties:
|
|
|
|
|
|
|
|
||||||||
Unrealized
(1)
|
(98,372
|
)
|
|
26,921
|
|
|
926
|
|
|
(70,525
|
)
|
||||
Realized
|
136,497
|
|
|
57,119
|
|
|
5,175
|
|
|
198,791
|
|
||||
Total carried interest income from related parties
|
38,125
|
|
|
84,040
|
|
|
6,101
|
|
|
128,266
|
|
||||
Total Revenues
(2)
|
134,702
|
|
|
257,605
|
|
|
26,496
|
|
|
418,803
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
||||||||
Salary, bonus and benefits
|
30,294
|
|
|
59,244
|
|
|
9,022
|
|
|
98,560
|
|
||||
Equity-based compensation
|
7,704
|
|
|
9,228
|
|
|
634
|
|
|
17,566
|
|
||||
Profit sharing expense:
|
|
|
|
|
|
|
|
||||||||
Unrealized
|
(34,983
|
)
|
|
12,927
|
|
|
(70
|
)
|
|
(22,126
|
)
|
||||
Realized
|
53,137
|
|
|
23,080
|
|
|
2,866
|
|
|
79,083
|
|
||||
Realized: Equity-based
|
462
|
|
|
582
|
|
|
—
|
|
|
1,044
|
|
||||
Total profit sharing expense
|
18,616
|
|
|
36,589
|
|
|
2,796
|
|
|
58,001
|
|
||||
Total compensation and benefits
|
56,614
|
|
|
105,061
|
|
|
12,452
|
|
|
174,127
|
|
||||
Non-compensation expenses:
|
|
|
|
|
|
|
|
||||||||
General, administrative and other
|
16,617
|
|
|
31,760
|
|
|
5,297
|
|
|
53,674
|
|
||||
Placement fees
|
1,341
|
|
|
3,918
|
|
|
—
|
|
|
5,259
|
|
||||
Total non-compensation expenses
|
17,958
|
|
|
35,678
|
|
|
5,297
|
|
|
58,933
|
|
||||
Total Expenses
(2)
|
74,572
|
|
|
140,739
|
|
|
17,749
|
|
|
233,060
|
|
||||
Other Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Income from equity method investments
|
10,348
|
|
|
5,856
|
|
|
1,015
|
|
|
17,219
|
|
||||
Net losses from investment activities
|
(100
|
)
|
|
(299
|
)
|
|
—
|
|
|
(399
|
)
|
||||
Net interest loss
|
(4,336
|
)
|
|
(6,484
|
)
|
|
(1,247
|
)
|
|
(12,067
|
)
|
||||
Other income (loss), net
|
781
|
|
|
(241
|
)
|
|
240
|
|
|
780
|
|
||||
Total Other Income (Loss)
(2)
|
6,693
|
|
|
(1,168
|
)
|
|
8
|
|
|
5,533
|
|
||||
Non-Controlling Interests
|
—
|
|
|
(559
|
)
|
|
—
|
|
|
(559
|
)
|
||||
Economic Income
(2)
|
$
|
66,823
|
|
|
$
|
115,139
|
|
|
$
|
8,755
|
|
|
$
|
190,717
|
|
Total Assets
(2)
|
$
|
2,276,050
|
|
|
$
|
2,655,434
|
|
|
$
|
212,255
|
|
|
$
|
5,143,739
|
|
(1)
|
Included in unrealized carried interest income from related parties for three months ended
June 30, 2017
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note
13
for further details regarding the general partner obligation.
|
(2)
|
Refer below for a reconciliation of total revenues, total expenses, other income and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.
|
|
For the Three Months Ended June 30, 2016
|
||||||||||||||
|
Private
Equity Segment |
|
Credit
Segment |
|
Real
Assets
Segment
|
|
Total
Reportable Segments |
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Management fees from related parties
|
$
|
76,518
|
|
|
$
|
151,252
|
|
|
$
|
13,863
|
|
|
$
|
241,633
|
|
Advisory and transaction fees from related parties, net
|
58,301
|
|
|
3,036
|
|
|
3,562
|
|
|
64,899
|
|
||||
Carried interest income (loss) from related parties:
|
|
|
|
|
|
|
|
||||||||
Unrealized
(1)
|
207,845
|
|
|
80,397
|
|
|
(1,737
|
)
|
|
286,505
|
|
||||
Realized
|
266
|
|
|
40,046
|
|
|
1,668
|
|
|
41,980
|
|
||||
Total carried interest income (loss) from related parties
|
208,111
|
|
|
120,443
|
|
|
(69
|
)
|
|
328,485
|
|
||||
Total Revenues
(2)
|
342,930
|
|
|
274,731
|
|
|
17,356
|
|
|
635,017
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
||||||||
Salary, bonus and benefits
|
31,564
|
|
|
54,709
|
|
|
8,249
|
|
|
94,522
|
|
||||
Equity-based compensation
|
6,765
|
|
|
8,300
|
|
|
657
|
|
|
15,722
|
|
||||
Profit sharing expense:
|
|
|
|
|
|
|
|
||||||||
Unrealized
|
67,543
|
|
|
33,954
|
|
|
(661
|
)
|
|
100,836
|
|
||||
Realized
|
132
|
|
|
23,215
|
|
|
550
|
|
|
23,897
|
|
||||
Total profit sharing expense
|
67,675
|
|
|
57,169
|
|
|
(111
|
)
|
|
124,733
|
|
||||
Total compensation and benefits
|
106,004
|
|
|
120,178
|
|
|
8,795
|
|
|
234,977
|
|
||||
Non-compensation expenses:
|
|
|
|
|
|
|
|
||||||||
General, administrative and other
|
20,551
|
|
|
35,546
|
|
|
5,421
|
|
|
61,518
|
|
||||
Placement fees
|
1,085
|
|
|
683
|
|
|
21
|
|
|
1,789
|
|
||||
Total non-compensation expenses
|
21,636
|
|
|
36,229
|
|
|
5,442
|
|
|
63,307
|
|
||||
Total Expenses
(2)
|
127,640
|
|
|
156,407
|
|
|
14,237
|
|
|
298,284
|
|
||||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|||||||
Income from equity method investments
|
31,410
|
|
|
12,940
|
|
|
356
|
|
|
44,706
|
|
||||
Net gains from investment activities
|
6,457
|
|
|
82,041
|
|
|
—
|
|
|
88,498
|
|
||||
Net interest loss
|
(3,252
|
)
|
|
(4,715
|
)
|
|
(919
|
)
|
|
(8,886
|
)
|
||||
Other income (loss), net
|
341
|
|
|
(127
|
)
|
|
44
|
|
|
258
|
|
||||
Total Other Income (Loss)
(2)
|
34,956
|
|
|
90,139
|
|
|
(519
|
)
|
|
124,576
|
|
||||
Non-Controlling Interests
|
—
|
|
|
(2,175
|
)
|
|
—
|
|
|
(2,175
|
)
|
||||
Economic Income
(2)
|
$
|
250,246
|
|
|
$
|
206,288
|
|
|
$
|
2,600
|
|
|
$
|
459,134
|
|
(1)
|
Included in unrealized carried interest income (losses) from related parties for the three months ended
June 30, 2016
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note
13
for further detail regarding the general partner obligation.
|
(2)
|
Refer below for a reconciliation of total revenues, total expenses and other income for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income (loss).
|
|
For the Three Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Total Consolidated Revenues
|
$
|
432,872
|
|
|
$
|
660,447
|
|
Equity awards granted by unconsolidated related parties and reimbursable expenses
(1)
|
(15,179
|
)
|
|
(28,092
|
)
|
||
Adjustments related to consolidated funds and VIEs
(1)
|
1,110
|
|
|
1,211
|
|
||
Other
(1)
|
—
|
|
|
1,451
|
|
||
Total Reportable Segments Revenues
|
$
|
418,803
|
|
|
$
|
635,017
|
|
(1)
|
Represents advisory fees, management fees and carried interest income earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative related expense reimbursements.
|
|
For the Three Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Total Consolidated Expenses
|
$
|
264,526
|
|
|
$
|
343,398
|
|
Equity awards granted by unconsolidated related parties and reimbursable expenses
(1)
|
(15,179
|
)
|
|
(28,209
|
)
|
||
Transaction-related compensation charges
(1)
|
(1,549
|
)
|
|
(4,896
|
)
|
||
Reclassification of interest expenses
|
(13,195
|
)
|
|
(9,800
|
)
|
||
Amortization of transaction-related intangibles
(1)
|
(1,538
|
)
|
|
(2,346
|
)
|
||
Other
(1)
|
(5
|
)
|
|
137
|
|
||
Total Reportable Segments Expenses
|
$
|
233,060
|
|
|
$
|
298,284
|
|
(1)
|
Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
|
|
For the Three Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Total Consolidated Other Income
|
$
|
23,819
|
|
|
$
|
136,742
|
|
Reclassification of interest expense
|
(13,195
|
)
|
|
(9,800
|
)
|
||
Adjustments related to consolidated funds and VIEs
(1)
|
(4,890
|
)
|
|
(904
|
)
|
||
Other
|
(201
|
)
|
|
(1,462
|
)
|
||
Total Reportable Segments Other Income
|
$
|
5,533
|
|
|
$
|
124,576
|
|
(1)
|
Represents the addition of other income of consolidated funds and VIEs.
|
|
For the Three Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Income before income tax (provision) benefit
|
$
|
192,165
|
|
|
$
|
453,791
|
|
Adjustments:
|
|
|
|
||||
Net income attributable to Non-Controlling Interests in consolidated entities
|
(4,535
|
)
|
|
(2,078
|
)
|
||
Transaction-related charges, net
(1)
|
3,087
|
|
|
7,421
|
|
||
Total consolidation adjustments and other
|
(1,448
|
)
|
|
5,343
|
|
||
Economic Income
|
$
|
190,717
|
|
|
$
|
459,134
|
|
(1)
|
Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. Equity-based compensation adjustment includes non-cash revenues and expenses related to equity awards granted by unconsolidated related parties to employees of the Company.
|
|
As of and for the Six Months Ended June 30, 2017
|
||||||||||||||
|
Private
Equity
Segment
|
|
Credit
Segment
|
|
Real
Assets
Segment
|
|
Total
Reportable
Segments
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Management fees from related parties
|
$
|
154,673
|
|
|
$
|
328,198
|
|
|
$
|
36,090
|
|
|
$
|
518,961
|
|
Advisory and transaction fees from related parties, net
|
31,074
|
|
|
6,265
|
|
|
1,357
|
|
|
38,696
|
|
||||
Carried interest income from related parties:
|
|
|
|
|
|
|
|
||||||||
Unrealized
(1)
|
65,247
|
|
|
33,243
|
|
|
3,530
|
|
|
102,020
|
|
||||
Realized
|
291,958
|
|
|
88,055
|
|
|
5,239
|
|
|
385,252
|
|
||||
Total carried interest income from related parties
|
357,205
|
|
|
121,298
|
|
|
8,769
|
|
|
487,272
|
|
||||
Total Revenues
(2)
|
542,952
|
|
|
455,761
|
|
|
46,216
|
|
|
1,044,929
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
||||||||
Salary, bonus and benefits
|
61,763
|
|
|
114,126
|
|
|
17,392
|
|
|
193,281
|
|
||||
Equity-based compensation
|
14,799
|
|
|
18,330
|
|
|
1,182
|
|
|
34,311
|
|
||||
Profit sharing expense:
|
|
|
|
|
|
|
|
||||||||
Unrealized
|
20,033
|
|
|
15,142
|
|
|
1,964
|
|
|
37,139
|
|
||||
Realized
|
128,389
|
|
|
36,525
|
|
|
2,892
|
|
|
167,806
|
|
||||
Realized: Equity-based
|
462
|
|
|
869
|
|
|
—
|
|
|
1,331
|
|
||||
Total profit sharing expense
|
148,884
|
|
|
52,536
|
|
|
4,856
|
|
|
206,276
|
|
||||
Total compensation and benefits
|
225,446
|
|
|
184,992
|
|
|
23,430
|
|
|
433,868
|
|
||||
Non-compensation expenses:
|
|
|
|
|
|
|
|
||||||||
General, administrative and other
|
33,977
|
|
|
63,850
|
|
|
9,779
|
|
|
107,606
|
|
||||
Placement fees
|
1,475
|
|
|
5,688
|
|
|
—
|
|
|
7,163
|
|
||||
Total non-compensation expenses
|
35,452
|
|
|
69,538
|
|
|
9,779
|
|
|
114,769
|
|
||||
Total Expenses
(2)
|
260,898
|
|
|
254,530
|
|
|
33,209
|
|
|
548,637
|
|
||||
Other Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Income from equity method investments
|
42,076
|
|
|
12,339
|
|
|
2,018
|
|
|
56,433
|
|
||||
Net gains from investment activities
|
3,296
|
|
|
30,795
|
|
|
—
|
|
|
34,091
|
|
||||
Net interest loss
|
(8,578
|
)
|
|
(13,006
|
)
|
|
(2,471
|
)
|
|
(24,055
|
)
|
||||
Other income, net
|
18,571
|
|
|
570
|
|
|
303
|
|
|
19,444
|
|
||||
Total Other Income (Loss)
(2)
|
55,365
|
|
|
30,698
|
|
|
(150
|
)
|
|
85,913
|
|
||||
Non-Controlling Interests
|
—
|
|
|
(1,493
|
)
|
|
—
|
|
|
(1,493
|
)
|
||||
Economic Income
(2)
|
$
|
337,419
|
|
|
$
|
230,436
|
|
|
$
|
12,857
|
|
|
$
|
580,712
|
|
Total Assets
(2)
|
$
|
2,276,050
|
|
|
$
|
2,655,434
|
|
|
$
|
212,255
|
|
|
$
|
5,143,739
|
|
(1)
|
Included in unrealized carried interest income from related parties for the
six months ended
June 30, 2017
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note
13
for further details regarding the general partner obligation.
|
(2)
|
Refer below for a reconciliation of total revenues, total expenses, other income and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.
|
|
For the Six Months Ended June 30, 2016
|
||||||||||||||
|
Private
Equity Segment |
|
Credit
Segment |
|
Real
Assets
Segment
|
|
Total
Reportable Segments |
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Management fees from related parties
|
$
|
151,436
|
|
|
$
|
293,763
|
|
|
$
|
27,367
|
|
|
$
|
472,566
|
|
Advisory and transaction fees from related parties, net
|
61,014
|
|
|
7,446
|
|
|
4,438
|
|
|
72,898
|
|
||||
Carried interest income (loss) from related parties:
|
|
|
|
|
|
|
|
||||||||
Unrealized
(1)
|
61,510
|
|
|
59,218
|
|
|
(5,114
|
)
|
|
115,614
|
|
||||
Realized
|
266
|
|
|
85,198
|
|
|
6,439
|
|
|
91,903
|
|
||||
Total carried interest income from related parties
|
61,776
|
|
|
144,416
|
|
|
1,325
|
|
|
207,517
|
|
||||
Total Revenues
(2)
|
274,226
|
|
|
445,625
|
|
|
33,130
|
|
|
752,981
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
||||||||
Salary, bonus and benefits
|
63,638
|
|
|
106,321
|
|
|
16,933
|
|
|
186,892
|
|
||||
Equity-based compensation
|
14,150
|
|
|
16,860
|
|
|
1,432
|
|
|
32,442
|
|
||||
Profit sharing expense:
|
|
|
|
|
|
|
|
||||||||
Unrealized
|
10,169
|
|
|
24,817
|
|
|
(1,832
|
)
|
|
33,154
|
|
||||
Realized
|
132
|
|
|
53,776
|
|
|
4,178
|
|
|
58,086
|
|
||||
Total profit sharing expense
|
10,301
|
|
|
78,593
|
|
|
2,346
|
|
|
91,240
|
|
||||
Total compensation and benefits
|
88,089
|
|
|
201,774
|
|
|
20,711
|
|
|
310,574
|
|
||||
Non-compensation expenses:
|
|
|
|
|
|
|
|
||||||||
General, administrative and other
|
36,282
|
|
|
66,032
|
|
|
11,565
|
|
|
113,879
|
|
||||
Placement fees
|
2,079
|
|
|
1,390
|
|
|
21
|
|
|
3,490
|
|
||||
Total non-compensation expenses
|
38,361
|
|
|
67,422
|
|
|
11,586
|
|
|
117,369
|
|
||||
Total Expenses
(2)
|
126,450
|
|
|
269,196
|
|
|
32,297
|
|
|
427,943
|
|
||||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|||||||
Income from equity method investments
|
25,927
|
|
|
13,788
|
|
|
1,132
|
|
|
40,847
|
|
||||
Net losses from investment activities
|
2,351
|
|
|
29,648
|
|
|
—
|
|
|
31,999
|
|
||||
Net interest loss
|
(5,680
|
)
|
|
(8,370
|
)
|
|
(1,727
|
)
|
|
(15,777
|
)
|
||||
Other income (loss), net
|
217
|
|
|
(535
|
)
|
|
15
|
|
|
(303
|
)
|
||||
Total Other Income (Loss)
(2)
|
22,815
|
|
|
34,531
|
|
|
(580
|
)
|
|
56,766
|
|
||||
Non-Controlling Interests
|
—
|
|
|
(4,560
|
)
|
|
—
|
|
|
(4,560
|
)
|
||||
Economic Income
(2)
|
$
|
170,591
|
|
|
$
|
206,400
|
|
|
$
|
253
|
|
|
$
|
377,244
|
|
(1)
|
Included in unrealized carried interest income (losses) from related parties for the
six months ended
June 30, 2016
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note
13
for further detail regarding the general partner obligation.
|
(2)
|
Refer below for a reconciliation of total revenues, total expenses and other income for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income (loss).
|
|
For the Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Total Consolidated Revenues
|
$
|
1,076,423
|
|
|
$
|
781,273
|
|
Equity awards granted by unconsolidated related parties and reimbursable expenses
(1)
|
(33,402
|
)
|
|
(33,058
|
)
|
||
Adjustments related to consolidated funds and VIEs
(1)
|
1,908
|
|
|
1,863
|
|
||
Other
(1)
|
—
|
|
|
2,903
|
|
||
Total Reportable Segments Revenues
|
$
|
1,044,929
|
|
|
$
|
752,981
|
|
(1)
|
Represents advisory fees, management fees and carried interest income earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative related expense reimbursements.
|
|
For the Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Total Consolidated Expenses
|
$
|
610,514
|
|
|
$
|
485,297
|
|
Equity awards granted by unconsolidated related parties and reimbursable expenses
(1)
|
(33,402
|
)
|
|
(33,292
|
)
|
||
Transaction-related compensation charges
(1)
|
1,134
|
|
|
(2,523
|
)
|
||
Reclassification of interest expenses
|
(26,194
|
)
|
|
(17,673
|
)
|
||
Amortization of transaction-related intangibles
(1)
|
(3,410
|
)
|
|
(4,396
|
)
|
||
Other
(1)
|
(5
|
)
|
|
530
|
|
||
Total Reportable Segments Expenses
|
$
|
548,637
|
|
|
$
|
427,943
|
|
(1)
|
Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
|
|
For the Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Total Consolidated Other Income
|
$
|
120,447
|
|
|
$
|
78,107
|
|
Reclassification of interest expense
|
(26,194
|
)
|
|
(17,673
|
)
|
||
Adjustments related to consolidated funds and VIEs
(1)
|
(8,206
|
)
|
|
(1,542
|
)
|
||
Other
|
(134
|
)
|
|
(2,126
|
)
|
||
Total Reportable Segments Other Income
|
$
|
85,913
|
|
|
$
|
56,766
|
|
(1)
|
Represents the addition of other income of consolidated funds and VIEs.
|
|
For the Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Income before income tax provision
|
$
|
586,356
|
|
|
$
|
374,083
|
|
Adjustments:
|
|
|
|
||||
Net income attributable to Non-Controlling Interests in consolidated entities
|
(7,919
|
)
|
|
(4,113
|
)
|
||
Transaction-related charges, net
(1)
|
2,275
|
|
|
7,274
|
|
||
Total consolidation adjustments and other
|
(5,644
|
)
|
|
3,161
|
|
||
Economic Income
|
$
|
580,712
|
|
|
$
|
377,244
|
|
(1)
|
Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. Equity-based compensation adjustment includes non-cash revenues and expenses related to equity awards granted by unconsolidated related parties to employees of the Company.
|
|
As of
June 30, 2017 |
|
As of
December 31, 2016 |
||||
Total reportable segment assets
|
$
|
5,143,739
|
|
|
$
|
4,694,643
|
|
Adjustments
(1)
|
1,078,181
|
|
|
934,910
|
|
||
Total assets
|
$
|
6,221,920
|
|
|
$
|
5,629,553
|
|
(1)
|
Represents the addition of assets of consolidated funds and VIEs and consolidation elimination adjustments.
|
|
As of June 30, 2017
|
||||||||||||||
|
Apollo Global Management, LLC and Consolidated Subsidiaries
|
|
Consolidated Funds and VIEs
|
|
Eliminations
|
|
Consolidated
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,070,805
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,070,805
|
|
Cash and cash equivalents held at consolidated funds
|
—
|
|
|
9,672
|
|
|
—
|
|
|
9,672
|
|
||||
Restricted cash
|
5,023
|
|
|
—
|
|
|
—
|
|
|
5,023
|
|
||||
Investments
|
1,655,812
|
|
|
2,124
|
|
|
(81,097
|
)
|
|
1,576,839
|
|
||||
Assets of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
|
44,726
|
|
|
—
|
|
|
44,726
|
|
||||
Investments, at fair value
|
—
|
|
|
1,049,836
|
|
|
(307
|
)
|
|
1,049,529
|
|
||||
Other assets
|
—
|
|
|
55,810
|
|
|
—
|
|
|
55,810
|
|
||||
Carried interest receivable
|
1,272,488
|
|
|
—
|
|
|
(2,177
|
)
|
|
1,270,311
|
|
||||
Due from related parties
|
283,230
|
|
|
—
|
|
|
(728
|
)
|
|
282,502
|
|
||||
Deferred tax assets
|
598,397
|
|
|
—
|
|
|
—
|
|
|
598,397
|
|
||||
Other assets
|
149,378
|
|
|
433
|
|
|
(111
|
)
|
|
149,700
|
|
||||
Goodwill
|
88,852
|
|
|
—
|
|
|
—
|
|
|
88,852
|
|
||||
Intangible assets, net
|
19,754
|
|
|
—
|
|
|
—
|
|
|
19,754
|
|
||||
Total Assets
|
$
|
5,143,739
|
|
|
$
|
1,162,601
|
|
|
$
|
(84,420
|
)
|
|
$
|
6,221,920
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
$
|
60,094
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,094
|
|
Accrued compensation and benefits
|
97,515
|
|
|
—
|
|
|
—
|
|
|
97,515
|
|
||||
Deferred revenue
|
116,095
|
|
|
—
|
|
|
—
|
|
|
116,095
|
|
||||
Due to related parties
|
612,772
|
|
|
—
|
|
|
—
|
|
|
612,772
|
|
||||
Profit sharing payable
|
581,854
|
|
|
—
|
|
|
—
|
|
|
581,854
|
|
||||
Debt
|
1,358,444
|
|
|
—
|
|
|
—
|
|
|
1,358,444
|
|
||||
Liabilities of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Debt, at fair value
|
—
|
|
|
929,658
|
|
|
(44,897
|
)
|
|
884,761
|
|
||||
Other liabilities
|
—
|
|
|
61,877
|
|
|
(110
|
)
|
|
61,767
|
|
||||
Due to related parties
|
—
|
|
|
2,904
|
|
|
(2,904
|
)
|
|
—
|
|
||||
Other liabilities
|
94,658
|
|
|
772
|
|
|
—
|
|
|
95,430
|
|
||||
Total Liabilities
|
2,921,432
|
|
|
995,211
|
|
|
(47,911
|
)
|
|
3,868,732
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
||||||||
Apollo Global Management, LLC shareholders’ equity:
|
|
|
|
|
|
|
|
||||||||
Preferred shares
|
264,398
|
|
|
—
|
|
|
—
|
|
|
264,398
|
|
||||
Additional paid in capital
|
1,716,138
|
|
|
—
|
|
|
—
|
|
|
1,716,138
|
|
||||
Accumulated deficit
|
(755,466
|
)
|
|
16,626
|
|
|
(16,625
|
)
|
|
(755,465
|
)
|
||||
Accumulated other comprehensive loss
|
(3,198
|
)
|
|
(1,399
|
)
|
|
1,575
|
|
|
(3,022
|
)
|
||||
Total Apollo Global Management, LLC shareholders’ equity
|
1,221,872
|
|
|
15,227
|
|
|
(15,050
|
)
|
|
1,222,049
|
|
||||
Non-Controlling Interests in consolidated entities
|
6,576
|
|
|
152,163
|
|
|
(21,459
|
)
|
|
137,280
|
|
||||
Non-Controlling Interests in Apollo Operating Group
|
993,859
|
|
|
—
|
|
|
—
|
|
|
993,859
|
|
||||
Total Shareholders’ Equity
|
2,222,307
|
|
|
167,390
|
|
|
(36,509
|
)
|
|
2,353,188
|
|
||||
Total Liabilities and Shareholders’ Equity
|
$
|
5,143,739
|
|
|
$
|
1,162,601
|
|
|
$
|
(84,420
|
)
|
|
$
|
6,221,920
|
|
|
As of December 31, 2016
|
||||||||||||||
|
Apollo Global Management, LLC and Consolidated Subsidiaries
|
|
Consolidated Funds and VIEs
|
|
Eliminations
|
|
Consolidated
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
806,329
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
806,329
|
|
Cash and cash equivalents held at consolidated funds
|
—
|
|
|
7,335
|
|
|
—
|
|
|
7,335
|
|
||||
Restricted cash
|
4,680
|
|
|
—
|
|
|
—
|
|
|
4,680
|
|
||||
Investments
|
1,567,388
|
|
|
5,378
|
|
|
(78,022
|
)
|
|
1,494,744
|
|
||||
Assets of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
|
41,318
|
|
|
—
|
|
|
41,318
|
|
||||
Investments, at fair value
|
—
|
|
|
914,110
|
|
|
(283
|
)
|
|
913,827
|
|
||||
Other assets
|
—
|
|
|
46,666
|
|
|
—
|
|
|
46,666
|
|
||||
Carried interest receivable
|
1,258,887
|
|
|
—
|
|
|
(1,782
|
)
|
|
1,257,105
|
|
||||
Due from related parties
|
255,342
|
|
|
—
|
|
|
(489
|
)
|
|
254,853
|
|
||||
Deferred tax assets
|
572,263
|
|
|
—
|
|
|
—
|
|
|
572,263
|
|
||||
Other assets
|
118,181
|
|
|
768
|
|
|
(89
|
)
|
|
118,860
|
|
||||
Goodwill
|
88,852
|
|
|
—
|
|
|
—
|
|
|
88,852
|
|
||||
Intangible assets, net
|
22,721
|
|
|
—
|
|
|
—
|
|
|
22,721
|
|
||||
Total Assets
|
$
|
4,694,643
|
|
|
$
|
1,015,575
|
|
|
$
|
(80,665
|
)
|
|
$
|
5,629,553
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
$
|
57,465
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57,465
|
|
Accrued compensation and benefits
|
52,754
|
|
|
—
|
|
|
—
|
|
|
52,754
|
|
||||
Deferred revenue
|
174,893
|
|
|
—
|
|
|
—
|
|
|
174,893
|
|
||||
Due to related parties
|
638,126
|
|
|
—
|
|
|
—
|
|
|
638,126
|
|
||||
Profit sharing payable
|
550,148
|
|
|
—
|
|
|
—
|
|
|
550,148
|
|
||||
Debt
|
1,352,447
|
|
|
—
|
|
|
—
|
|
|
1,352,447
|
|
||||
Liabilities of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Debt, at fair value
|
—
|
|
|
827,854
|
|
|
(41,309
|
)
|
|
786,545
|
|
||||
Other liabilities
|
—
|
|
|
68,123
|
|
|
(89
|
)
|
|
68,034
|
|
||||
Due to related parties
|
—
|
|
|
2,271
|
|
|
(2,271
|
)
|
|
—
|
|
||||
Other liabilities
|
81,568
|
|
|
45
|
|
|
—
|
|
|
81,613
|
|
||||
Total Liabilities
|
2,907,401
|
|
|
898,293
|
|
|
(43,669
|
)
|
|
3,762,025
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
||||||||
Apollo Global Management, LLC shareholders’ equity:
|
|
|
|
|
|
|
|
||||||||
Additional paid in capital
|
1,830,025
|
|
|
—
|
|
|
—
|
|
|
1,830,025
|
|
||||
Accumulated deficit
|
(986,187
|
)
|
|
16,131
|
|
|
(16,130
|
)
|
|
(986,186
|
)
|
||||
Accumulated other comprehensive loss
|
(5,750
|
)
|
|
(3,029
|
)
|
|
56
|
|
|
(8,723
|
)
|
||||
Total Apollo Global Management, LLC shareholders’ equity
|
838,088
|
|
|
13,102
|
|
|
(16,074
|
)
|
|
835,116
|
|
||||
Non-Controlling Interests in consolidated entities
|
6,805
|
|
|
104,180
|
|
|
(20,922
|
)
|
|
90,063
|
|
||||
Non-Controlling Interests in Apollo Operating Group
|
942,349
|
|
|
—
|
|
|
—
|
|
|
942,349
|
|
||||
Total Shareholders’ Equity
|
1,787,242
|
|
|
117,282
|
|
|
(36,996
|
)
|
|
1,867,528
|
|
||||
Total Liabilities and Shareholders’ Equity
|
$
|
4,694,643
|
|
|
$
|
1,015,575
|
|
|
$
|
(80,665
|
)
|
|
$
|
5,629,553
|
|
ITEM
2
.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(i)
|
Private equity
—primarily invests in control equity and related debt instruments, convertible securities and distressed debt instruments;
|
(ii)
|
Credit
—primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed instruments across the capital structure; and
|
(iii)
|
Real assets
—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.
|
(1)
|
The Strategic Investor holds 9.0% of the Class A shares outstanding and 4.3% of the economic interests in the Apollo Operating Group. The Class A shares held by investors other than the Strategic Investor represent 45.7% of the total voting power of our shares entitled to vote and 43.8% of the economic interests in the Apollo Operating Group. Class A shares held by the Strategic Investor do not have voting rights. However, such Class A shares will become entitled to vote upon transfers by the Strategic Investor in accordance with the agreements entered into in connection with the investments made by the Strategic Investor.
|
(2)
|
Our Managing Partners own BRH Holdings GP, Ltd., which in turn holds our only outstanding Class B share. The Class B share represents 54.3% of the total voting power of our shares entitled to vote but no economic interest in Apollo Global Management, LLC. Our Managing Partners’ economic interests are instead represented by their indirect beneficial ownership, through Holdings, of 46.8% of the limited partner interests in the Apollo Operating Group.
|
(3)
|
Through BRH Holdings, L.P., our Managing Partners indirectly beneficially own through estate planning vehicles, limited partner interests in Holdings.
|
(4)
|
Holdings owns 51.9% of the limited partner interests in each Apollo Operating Group entity. The AOG Units held by Holdings are exchangeable for Class A shares. Our Managing Partners, through their interests in BRH and Holdings, beneficially own 46.8% of the AOG Units. Our Contributing Partners, through their ownership interests in Holdings, beneficially own 5.1% of the AOG Units.
|
(5)
|
BRH Holdings GP, Ltd. is the sole member of AGM Management, LLC, our manager. The management of Apollo Global Management, LLC is vested in our manager as provided in our operating agreement.
|
(6)
|
Represents 48.1% of the limited partner interests in each Apollo Operating Group entity, held through the intermediate holding companies. Apollo Global Management, LLC, also indirectly owns 100% of the general partner interests in each Apollo Operating Group entity.
|
•
|
We are a holding company that is qualified as a partnership for U.S. federal income tax purposes. Our intermediate holding companies enable us to maintain our partnership status and to meet the qualifying income exception.
|
•
|
We have historically used multiple management companies to segregate operations for business, financial and other reasons. Going forward, we may increase or decrease the number of our management companies or partnerships within the Apollo Operating Group based on our views regarding the appropriate balance between (a) administrative convenience and (b) continued business, financial, tax and other optimization.
|
|
As of June 30, 2017
|
||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating
|
$
|
30,011
|
|
|
$
|
121,271
|
|
|
$
|
9,672
|
|
|
$
|
160,954
|
|
Non-Fee-Generating
|
37,787
|
|
|
29,762
|
|
|
3,337
|
|
|
70,886
|
|
||||
Total Assets Under Management
|
$
|
67,798
|
|
|
$
|
151,033
|
|
|
$
|
13,009
|
|
|
$
|
231,840
|
|
|
As of June 30, 2016
|
||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating
|
$
|
29,530
|
|
|
$
|
108,774
|
|
|
$
|
7,124
|
|
|
$
|
145,428
|
|
Non-Fee-Generating
|
11,651
|
|
|
25,110
|
|
|
4,077
|
|
|
40,838
|
|
||||
Total Assets Under Management
|
$
|
41,181
|
|
|
$
|
133,884
|
|
|
$
|
11,201
|
|
|
$
|
186,266
|
|
|
As of December 31, 2016
|
||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating
|
$
|
30,722
|
|
|
$
|
111,781
|
|
|
$
|
8,295
|
|
|
$
|
150,798
|
|
Non-Fee-Generating
|
12,906
|
|
|
24,826
|
|
|
3,158
|
|
|
40,890
|
|
||||
Total Assets Under Management
|
$
|
43,628
|
|
|
$
|
136,607
|
|
|
$
|
11,453
|
|
|
$
|
191,688
|
|
|
As of
June 30, 2017 |
|
As of
June 30, 2016 |
|
As of
December 31, 2016 |
||||||
|
(in millions)
|
||||||||||
Private Equity
|
$
|
25,541
|
|
|
$
|
2,589
|
|
|
$
|
1,977
|
|
Credit
|
9,184
|
|
|
6,256
|
|
|
6,533
|
|
|||
Real Assets
|
877
|
|
|
1,110
|
|
|
639
|
|
|||
Total AUM with Future Management Fee Potential
|
$
|
35,602
|
|
|
$
|
9,955
|
|
|
$
|
9,149
|
|
|
As of June 30, 2017
|
||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Carry-Generating AUM
|
$
|
23,141
|
|
|
$
|
27,839
|
|
|
$
|
797
|
|
|
$
|
51,777
|
|
AUM Not Currently Generating Carry
|
456
|
|
|
13,751
|
|
|
414
|
|
|
14,621
|
|
||||
Uninvested Carry-Eligible AUM
|
34,731
|
|
|
9,988
|
|
|
1,277
|
|
|
45,996
|
|
||||
Total Carry-Eligible AUM
|
$
|
58,328
|
|
|
$
|
51,578
|
|
|
$
|
2,488
|
|
|
$
|
112,394
|
|
|
As of June 30, 2016
|
||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Carry-Generating AUM
|
$
|
16,778
|
|
|
$
|
25,945
|
|
|
$
|
494
|
|
|
$
|
43,217
|
|
AUM Not Currently Generating Carry
|
1,697
|
|
|
13,786
|
|
|
680
|
|
|
16,163
|
|
||||
Uninvested Carry-Eligible AUM
|
15,079
|
|
|
8,704
|
|
|
1,207
|
|
|
24,990
|
|
||||
Total Carry-Eligible AUM
|
$
|
33,554
|
|
|
$
|
48,435
|
|
|
$
|
2,381
|
|
|
$
|
84,370
|
|
|
As of December 31, 2016
|
||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Carry-Generating AUM
|
$
|
21,521
|
|
|
$
|
33,306
|
|
|
$
|
776
|
|
|
$
|
55,603
|
|
AUM Not Currently Generating Carry
|
487
|
|
|
7,219
|
|
|
365
|
|
|
8,071
|
|
||||
Uninvested Carry-Eligible AUM
|
13,136
|
|
|
11,119
|
|
|
976
|
|
|
25,231
|
|
||||
Total Carry-Eligible AUM
|
$
|
35,144
|
|
|
$
|
51,644
|
|
|
$
|
2,117
|
|
|
$
|
88,905
|
|
Category / Fund
|
|
Invested AUM Not Currently Generating Carry
|
|
Investment Period Active > 24 Months
|
|
Appreciation Required to Achieve Carry
(1)
|
||||
|
|
(in millions)
|
|
|
||||||
Private Equity:
|
|
|
|
|
|
|
||||
Total Private Equity
|
|
$
|
456
|
|
|
$
|
456
|
|
|
23%
|
Credit:
|
|
|
|
|
|
|
||||
Drawdown
|
|
4,302
|
|
|
4,178
|
|
|
29%
|
||
Liquid/Performing
|
|
8,796
|
|
|
6,814
|
|
|
< 250bps
|
||
16
|
|
|
250-500bps
|
|||||||
473
|
|
|
> 500bps
|
|||||||
MidCap, AINV, AFT, AIF
|
|
653
|
|
|
653
|
|
|
< 250bps
|
||
Total Credit
|
|
13,751
|
|
|
12,134
|
|
|
12%
|
||
Real Assets:
|
|
|
|
|
|
|
||||
Total Real Assets
|
|
414
|
|
|
253
|
|
|
> 250bps
|
||
Total
|
|
$
|
14,621
|
|
|
$
|
12,843
|
|
|
|
(1)
|
All investors in a given fund are considered in aggregate when calculating the appreciation required to achieve carry presented above. Appreciation required to achieve carry may vary by individual investor.
|
|
As of June 30, 2017
|
||||||||||||||
|
Private
Equity
|
|
Credit
|
|
Real
Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating AUM based on capital commitments
|
$
|
21,803
|
|
|
$
|
6,805
|
|
|
$
|
784
|
|
|
$
|
29,392
|
|
Fee-Generating AUM based on invested capital
|
7,372
|
|
|
6,925
|
|
|
4,958
|
|
|
19,255
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
836
|
|
|
92,125
|
|
|
3,838
|
|
|
96,799
|
|
||||
Fee-Generating AUM based on NAV
|
—
|
|
|
15,416
|
|
|
92
|
|
|
15,508
|
|
||||
Total Fee-Generating AUM
|
$
|
30,011
|
|
(1)
|
$
|
121,271
|
|
|
$
|
9,672
|
|
|
$
|
160,954
|
|
(1)
|
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at
June 30, 2017
was
62
months.
|
|
As of June 30, 2016
|
||||||||||||||
|
Private
Equity
|
|
Credit
|
|
Real
Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating AUM based on capital commitments
|
$
|
20,563
|
|
|
$
|
6,015
|
|
|
$
|
410
|
|
|
$
|
26,988
|
|
Fee-Generating AUM based on invested capital
|
8,167
|
|
|
4,438
|
|
|
4,033
|
|
|
16,638
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
328
|
|
|
88,529
|
|
|
2,598
|
|
|
91,455
|
|
||||
Fee-Generating AUM based on NAV
|
472
|
|
|
9,792
|
|
|
83
|
|
|
10,347
|
|
||||
Total Fee-Generating AUM
|
$
|
29,530
|
|
(1)
|
$
|
108,774
|
|
|
$
|
7,124
|
|
|
$
|
145,428
|
|
(1)
|
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at
June 30, 2016
was
69
months.
|
|
As of December 31, 2016
|
||||||||||||||
|
Private
Equity
|
|
Credit
|
|
Real
Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating AUM based on capital commitments
|
$
|
21,782
|
|
|
$
|
8,072
|
|
|
$
|
724
|
|
|
$
|
30,578
|
|
Fee-Generating AUM based on invested capital
|
8,058
|
|
|
4,212
|
|
|
4,374
|
|
|
16,644
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
882
|
|
|
88,196
|
|
|
3,131
|
|
|
92,209
|
|
||||
Fee-Generating AUM based on NAV
|
—
|
|
|
11,301
|
|
|
66
|
|
|
11,367
|
|
||||
Total Fee-Generating AUM
|
$
|
30,722
|
|
(1)
|
$
|
111,781
|
|
|
$
|
8,295
|
|
|
$
|
150,798
|
|
(1)
|
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at
December 31, 2016
was
66
months.
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
June 30, |
|
As of December 31,
|
|
As of
June 30, |
|
As of December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2016
|
|
2017
|
|
2016
|
|
2016
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Traditional Private Equity Funds
|
$
|
55,163
|
|
|
$
|
30,767
|
|
|
$
|
30,490
|
|
|
$
|
23,842
|
|
|
$
|
24,746
|
|
|
$
|
24,457
|
|
Natural Resources
|
4,737
|
|
|
3,535
|
|
|
5,223
|
|
|
4,042
|
|
|
2,927
|
|
|
4,181
|
|
||||||
Other
(1)
|
7,898
|
|
|
6,879
|
|
|
7,915
|
|
|
2,127
|
|
|
1,857
|
|
|
2,084
|
|
||||||
Total
|
$
|
67,798
|
|
|
$
|
41,181
|
|
|
$
|
43,628
|
|
|
$
|
30,011
|
|
|
$
|
29,530
|
|
|
$
|
30,722
|
|
(1)
|
Includes co-investments contributed to Athene by AAA through its investment in AAA Investments as discussed in note
13
of the
condensed consolidated
financial statements.
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
June 30, |
|
As of December 31,
|
|
As of
June 30, |
|
As of December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2016
|
|
2017
|
|
2016
|
|
2016
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Liquid/Performing
|
$
|
39,613
|
|
|
$
|
35,468
|
|
|
$
|
35,684
|
|
|
$
|
35,030
|
|
|
$
|
31,738
|
|
|
$
|
31,562
|
|
Drawdown
|
25,646
|
|
|
20,748
|
|
|
23,852
|
|
|
15,291
|
|
|
11,875
|
|
|
13,645
|
|
||||||
Permanent capital vehicles ex Athene Non-Sub-Advised
(1)
|
12,657
|
|
|
14,780
|
|
|
12,330
|
|
|
11,873
|
|
|
11,329
|
|
|
11,460
|
|
||||||
Athene Non-Sub-Advised
(1)
|
54,921
|
|
|
48,665
|
|
|
50,761
|
|
|
54,921
|
|
|
48,665
|
|
|
50,761
|
|
||||||
AGER Non-Sub-Advised
(1)
|
6,641
|
|
|
5,167
|
|
|
4,353
|
|
|
4,156
|
|
|
5,167
|
|
|
4,353
|
|
||||||
Advisory
|
11,555
|
|
|
9,056
|
|
|
9,627
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
151,033
|
|
|
$
|
133,884
|
|
|
$
|
136,607
|
|
|
$
|
121,271
|
|
|
$
|
108,774
|
|
|
$
|
111,781
|
|
(1)
|
Athene Non-Sub-Advised and AGER Non-Sub-Advised reflects total combined AUM of
$79.1 billion
less
$17.5 billion
of assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo included within other asset categories. AGER Non-Sub-Advised includes
$4.2 billion
of AUM for which AAME provides investment advisory services.
|
|
Total AUM
|
||||||||||
|
As of
June 30, |
|
As of
December 31,
|
||||||||
|
2017
|
|
2016
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Private Equity
|
$
|
1,202
|
|
|
$
|
862
|
|
|
$
|
1,099
|
|
Credit
|
|
|
|
|
|
||||||
Liquid/Performing
|
10,280
|
|
|
8,560
|
|
|
9,407
|
|
|||
Drawdown
|
1,056
|
|
|
896
|
|
|
1,075
|
|
|||
Total Credit
|
11,336
|
|
|
9,456
|
|
|
10,482
|
|
|||
Real Assets
|
|
|
|
|
|
||||||
Debt
|
4,536
|
|
|
3,636
|
|
|
3,698
|
|
|||
Equity
|
428
|
|
|
347
|
|
|
439
|
|
|||
Total Real Assets
|
4,964
|
|
|
3,983
|
|
|
4,137
|
|
|||
Total
|
$
|
17,502
|
|
|
$
|
14,301
|
|
|
$
|
15,718
|
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
June 30, |
|
As of December 31,
|
|
As of
June 30, |
|
As of December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2016
|
|
2017
|
|
2016
|
|
2016
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Debt
|
$
|
9,677
|
|
|
$
|
7,916
|
|
|
$
|
8,604
|
|
|
$
|
7,837
|
|
|
$
|
5,659
|
|
|
$
|
6,577
|
|
Equity
|
3,332
|
|
|
3,285
|
|
|
2,849
|
|
|
1,835
|
|
|
1,465
|
|
|
1,718
|
|
||||||
Total
|
$
|
13,009
|
|
|
$
|
11,201
|
|
|
$
|
11,453
|
|
|
$
|
9,672
|
|
|
$
|
7,124
|
|
|
$
|
8,295
|
|
|
For the Three Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Change in Total AUM
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning of Period
|
$
|
44,573
|
|
|
$
|
140,932
|
|
|
$
|
11,961
|
|
|
$
|
197,466
|
|
|
$
|
37,702
|
|
|
$
|
123,854
|
|
|
$
|
10,957
|
|
|
$
|
172,513
|
|
Inflows
|
23,771
|
|
|
10,289
|
|
|
1,650
|
|
|
35,710
|
|
|
3,075
|
|
|
12,493
|
|
|
795
|
|
|
16,363
|
|
||||||||
Outflows
(2)
|
(3
|
)
|
|
(2,089
|
)
|
|
(302
|
)
|
|
(2,394
|
)
|
|
(143
|
)
|
|
(2,952
|
)
|
|
—
|
|
|
(3,095
|
)
|
||||||||
Net Flows
|
23,768
|
|
|
8,200
|
|
|
1,348
|
|
|
33,316
|
|
|
2,932
|
|
|
9,541
|
|
|
795
|
|
|
13,268
|
|
||||||||
Realizations
|
(1,361
|
)
|
|
(779
|
)
|
|
(516
|
)
|
|
(2,656
|
)
|
|
(341
|
)
|
|
(453
|
)
|
|
(547
|
)
|
|
(1,341
|
)
|
||||||||
Market Activity
(3)(4)
|
818
|
|
|
2,680
|
|
|
216
|
|
|
3,714
|
|
|
888
|
|
|
942
|
|
|
(4
|
)
|
|
1,826
|
|
||||||||
End of Period
|
$
|
67,798
|
|
|
$
|
151,033
|
|
|
$
|
13,009
|
|
|
$
|
231,840
|
|
|
$
|
41,181
|
|
|
$
|
133,884
|
|
|
$
|
11,201
|
|
|
$
|
186,266
|
|
(1)
|
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions, and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
|
(2)
|
Outflows for Total AUM include redemptions of
$121.9 million
and
$518.3 million
during the three months ended
June 30, 2017
and
2016
, respectively.
|
(3)
|
Includes foreign exchange impacts of
$83.4 million
,
$1.6 billion
and
$62.0 million
for private equity, credit and real assets, respectively, during the three months ended
June 30, 2017
.
|
(4)
|
Includes foreign exchange impacts of
$(18.1) million
,
$(278.5) million
and
$(90.0) million
for private equity, credit and real assets, respectively, during the three months ended
June 30, 2016
.
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Change in Total AUM
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning of Period
|
$
|
43,628
|
|
|
$
|
136,607
|
|
|
$
|
11,453
|
|
|
$
|
191,688
|
|
|
$
|
37,502
|
|
|
$
|
121,361
|
|
|
$
|
11,260
|
|
|
$
|
170,123
|
|
Inflows
|
24,069
|
|
|
14,674
|
|
|
2,280
|
|
|
41,023
|
|
|
3,557
|
|
|
16,157
|
|
|
1,227
|
|
|
20,941
|
|
||||||||
Outflows
(2)
|
(74
|
)
|
|
(2,787
|
)
|
|
(302
|
)
|
|
(3,163
|
)
|
|
(449
|
)
|
|
(4,326
|
)
|
|
—
|
|
|
(4,775
|
)
|
||||||||
Net Flows
|
23,995
|
|
|
11,887
|
|
|
1,978
|
|
|
37,860
|
|
|
3,108
|
|
|
11,831
|
|
|
1,227
|
|
|
16,166
|
|
||||||||
Realizations
|
(2,411
|
)
|
|
(1,144
|
)
|
|
(779
|
)
|
|
(4,334
|
)
|
|
(362
|
)
|
|
(774
|
)
|
|
(1,345
|
)
|
|
(2,481
|
)
|
||||||||
Market Activity
(3)(4)
|
2,586
|
|
|
3,683
|
|
|
357
|
|
|
6,626
|
|
|
933
|
|
|
1,466
|
|
|
59
|
|
|
2,458
|
|
||||||||
End of Period
|
$
|
67,798
|
|
|
$
|
151,033
|
|
|
$
|
13,009
|
|
|
$
|
231,840
|
|
|
$
|
41,181
|
|
|
$
|
133,884
|
|
|
$
|
11,201
|
|
|
$
|
186,266
|
|
(1)
|
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
|
(2)
|
Outflows for Total AUM include redemptions of
$419.7 million
and
$865.7 million
during the
six months ended
June 30, 2017
and
2016
, respectively.
|
(3)
|
Includes foreign exchange impacts of
$121.6 million
,
$1.8 billion
and
$90.0 million
for private equity, credit and real assets, respectively, during the
six months ended June 30, 2017
.
|
(4)
|
Includes foreign exchange impacts of
$41.2 million
,
$146.5 million
and
$(80.4) million
for private equity, credit and real assets, respectively, during the
six months ended June 30, 2016
.
|
•
|
a
$23.8 billion
increase related to funds we manage in the private equity segment primarily consisting of subscriptions attributable to Fund IX of $23.3 billion;
|
•
|
an
$8.2 billion
increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene and AGER of $3.7 billion and $2.3 billion, respectively, subscriptions of $3.3 billion primarily related to our liquid/performing funds and an increase in AUM relating to Advisory assets of $1.1 billion, offset by net segment transfers of $1.8 billion; and
|
•
|
a
$1.3 billion
increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $1.3 billion.
|
•
|
$1.4 billion
related to funds we manage in the private equity segment primarily consisting of distributions of $0.7 billion and $0.6 billion from our traditional private equity funds and our natural resources funds, respectively;
|
•
|
$0.8 billion
related to funds we manage in the credit segment primarily consisting of distributions of $0.5 billion and $0.2 billion from our drawdown funds and our liquid/performing funds, respectively; and
|
•
|
$0.5 billion
related to funds we manage in the real assets segment primarily consisting of distributions of $0.4 billion from our real estate debt funds.
|
•
|
a
$24.0 billion
increase related to funds we manage in the private equity segment primarily consisting of subscriptions attributable to Fund IX of $23.3 billion;
|
•
|
an
$11.9 billion
increase related to funds we manage in the credit segment primarily consisting of a net increase in AUM relating to Athene and AGER of $5.5 billion and $2.4 billion, respectively, subscriptions of $4.4 billion primarily related to our liquid/performing funds and an increase in AUM relating to Advisory assets of $1.7 billion, offset by net segment transfers of $2.0 billion; and
|
•
|
a
$2.0 billion
increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $1.4 billion and subscriptions of $0.7 billion.
|
•
|
$2.4 billion
related to funds we manage in the private equity segment primarily consisting of distributions of $1.4 billion, $0.6 billion and $0.4 billion from our traditional private equity funds, natural resources funds and co-investment vehicles, respectively;
|
•
|
$1.1 billion
related to funds we manage in the credit segment primarily consisting of distributions of $0.6 billion and $0.4 billion from drawdown funds and liquid/performing funds, respectively; and
|
•
|
$0.8 billion
related to funds we manage in the real assets segment primarily consisting of distributions of $0.6 billion from our real estate debt funds.
|
|
For the Three Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Change in Fee-Generating AUM
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Beginning of Period
|
$
|
30,774
|
|
|
$
|
114,914
|
|
|
$
|
8,466
|
|
|
$
|
154,154
|
|
|
$
|
29,325
|
|
|
$
|
104,904
|
|
|
$
|
6,844
|
|
|
$
|
141,073
|
|
Inflows
|
201
|
|
|
7,893
|
|
|
1,483
|
|
|
9,577
|
|
|
413
|
|
|
4,730
|
|
|
696
|
|
|
5,839
|
|
||||||||
Outflows
(2)
|
(525
|
)
|
|
(2,198
|
)
|
|
(15
|
)
|
|
(2,738
|
)
|
|
(91
|
)
|
|
(766
|
)
|
|
—
|
|
|
(857
|
)
|
||||||||
Net Flows
|
(324
|
)
|
|
5,695
|
|
|
1,468
|
|
|
6,839
|
|
|
322
|
|
|
3,964
|
|
|
696
|
|
|
4,982
|
|
||||||||
Realizations
|
(503
|
)
|
|
(411
|
)
|
|
(346
|
)
|
|
(1,260
|
)
|
|
(77
|
)
|
|
(257
|
)
|
|
(394
|
)
|
|
(728
|
)
|
||||||||
Market Activity
(3)
|
64
|
|
|
1,073
|
|
|
84
|
|
|
1,221
|
|
|
(40
|
)
|
|
163
|
|
|
(22
|
)
|
|
101
|
|
||||||||
End of Period
|
$
|
30,011
|
|
|
$
|
121,271
|
|
|
$
|
9,672
|
|
|
$
|
160,954
|
|
|
$
|
29,530
|
|
|
$
|
108,774
|
|
|
$
|
7,124
|
|
|
$
|
145,428
|
|
(1)
|
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
|
(2)
|
Outflows for Fee-Generating AUM include redemptions of
$101.7 million
and
$294.6 million
during the three months ended
June 30, 2017
and
2016
, respectively.
|
(3)
|
Includes foreign exchange impacts of
$725.8 million
and
$33.8 million
for credit and real assets, respectively, during the three months ended
June 30, 2017
, and foreign exchange impacts of
$(249.7) million
and
$(34.2) million
for credit and real assets, respectively, during the three months ended
June 30, 2016
.
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
|
Private Equity
|
|
Credit
|
|
Real Assets
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Change in Fee-Generating AUM
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Beginning of Period
|
$
|
30,722
|
|
|
$
|
111,781
|
|
|
$
|
8,295
|
|
|
$
|
150,798
|
|
|
$
|
29,258
|
|
|
$
|
101,522
|
|
|
$
|
7,317
|
|
|
$
|
138,097
|
|
Inflows
|
232
|
|
|
11,495
|
|
|
1,830
|
|
|
13,557
|
|
|
693
|
|
|
8,621
|
|
|
813
|
|
|
10,127
|
|
||||||||
Outflows
(2)
|
(525
|
)
|
|
(3,182
|
)
|
|
(15
|
)
|
|
(3,722
|
)
|
|
(304
|
)
|
|
(1,374
|
)
|
|
(46
|
)
|
|
(1,724
|
)
|
||||||||
Net Flows
|
(293
|
)
|
|
8,313
|
|
|
1,815
|
|
|
9,835
|
|
|
389
|
|
|
7,247
|
|
|
767
|
|
|
8,403
|
|
||||||||
Realizations
|
(503
|
)
|
|
(647
|
)
|
|
(590
|
)
|
|
(1,740
|
)
|
|
(77
|
)
|
|
(437
|
)
|
|
(941
|
)
|
|
(1,455
|
)
|
||||||||
Market Activity
(3)
|
85
|
|
|
1,824
|
|
|
152
|
|
|
2,061
|
|
|
(40
|
)
|
|
442
|
|
|
(19
|
)
|
|
383
|
|
||||||||
End of Period
|
$
|
30,011
|
|
|
$
|
121,271
|
|
|
$
|
9,672
|
|
|
$
|
160,954
|
|
|
$
|
29,530
|
|
|
$
|
108,774
|
|
|
$
|
7,124
|
|
|
$
|
145,428
|
|
(1)
|
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
|
(2)
|
Outflows for Fee-Generating AUM include redemptions of
$379.0 million
and
$584.6 million
during the
three and six months ended
June 30, 2017
and
2016
, respectively.
|
(3)
|
Includes foreign exchange impacts of
$864.0 million
and
$39.1 million
for credit and real assets, respectively, during the
six months ended June 30, 2017
, and foreign exchange impacts of
$136.8 million
and
$(18.7) million
for credit and real assets, respectively, during the
six months ended June 30, 2016
.
|
•
|
a
$5.7 billion
increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene of $3.7 billion, subscriptions of $2.2 billion primarily related to our liquid/performing funds and fee-generating capital deployment of $1.7 billion. This was offset by net segment transfers of $1.2 billion, fee-generating capital reduction of $0.9 billion and redemptions of $0.1 billion; and
|
•
|
a
$1.5 billion
increase related to funds we manage in the real assets segment primarily consisting of $1.2 billion of net segment transfers and subscriptions of $0.3 billion.
|
•
|
$0.5 billion
related to funds we manage in the private equity segment primarily driven by distributions of $0.3 billion from our traditional private equity funds;
|
•
|
$0.4 billion
related to funds we manage in the credit segment primarily driven by distributions of $0.2 billion and $0.1 billion from our liquid/performing funds and our drawdown funds, respectively; and
|
•
|
$0.3 billion
related to funds we manage in the real assets segment primarily driven by our real estate debt funds.
|
•
|
an
$8.3 billion
increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene of $5.5 billion, subscriptions of $3.1 billion primarily related to our liquid/performing funds and an increase in fee-generating capital deployment of $2.0 billion. This was offset by segment transfers of $1.6 billion, fee-generating capital reduction of $1.0 billion and redemptions of $0.4 billion; and
|
•
|
a
$1.8 billion
increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $1.2 billion and subscriptions of $0.6 billion.
|
•
|
$0.6 billion
related to funds we manage in the credit segment primarily driven by distributions of $0.3 billion from our liquid/performing funds and distributions of $0.2 billion from our permanent capital vehicles;
|
•
|
$0.6 billion
related to funds we manage in the real assets segment primarily driven by distributions from our real estate debt funds; and
|
•
|
$0.5 billion
related to funds we manage in the private equity segment primarily driven by distributions of $0.3 billion from our traditional private equity funds.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in millions)
|
||||||||||||||
Private Equity
|
$
|
723
|
|
|
$
|
4,638
|
|
|
$
|
2,288
|
|
|
$
|
5,139
|
|
Credit
|
1,155
|
|
|
620
|
|
|
2,147
|
|
|
1,957
|
|
||||
Real Assets
(1)
|
746
|
|
|
649
|
|
|
1,612
|
|
|
983
|
|
||||
Total capital deployed
|
$
|
2,624
|
|
|
$
|
5,907
|
|
|
$
|
6,047
|
|
|
$
|
8,079
|
|
(1)
|
Included in capital deployed is
$727 million
and
$1,462 million
for the
three and six months ended
June 30, 2017
, respectively, and
$605 million
and
$907 million
for the
three and six months ended
June 30, 2016
, respectively, related to funds in Apollo’s real estate debt strategy.
|
|
As of
June 30, 2017 |
|
As of
December 31, 2016 |
||||
|
(in millions)
|
||||||
Private Equity
|
$
|
38,304
|
|
|
$
|
16,079
|
|
Credit
|
13,255
|
|
|
11,816
|
|
||
Real Assets
|
1,422
|
|
|
1,414
|
|
||
Total uncalled commitments
(1)
|
$
|
52,981
|
|
|
$
|
29,309
|
|
(1)
|
As of
June 30, 2017
and
December 31, 2016
,
$49.3 billion
and
$25.9 billion
, respectively, represented the amount of capital available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements or other governing agreements of the funds, partnerships and accounts we manage. These amounts exclude uncalled commitments which can only be called for fund fees and expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
June 30, 2017 |
|
||||||||||||||||||
($ in millions)
|
Vintage
Year |
|
Total AUM
|
|
Committed
Capital |
|
Total Invested Capital
(1)
|
|
Realized Value
(1)
|
|
Remaining Cost
(1)
|
|
Unrealized Value
(1)
|
|
Total Value
(1)
|
|
Gross
IRR (1) |
|
Net
IRR (1) |
|
||||||||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fund IX
|
N/A
|
|
$
|
24,300
|
|
|
$
|
24,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Fund VIII
|
2013
|
|
20,832
|
|
|
18,377
|
|
|
$
|
11,252
|
|
|
$
|
2,021
|
|
|
$
|
9,858
|
|
|
$
|
13,210
|
|
|
$
|
15,231
|
|
|
26
|
%
|
|
16
|
%
|
|
||
Fund VII
|
2008
|
|
5,972
|
|
|
14,677
|
|
|
16,125
|
|
|
29,803
|
|
|
3,498
|
|
|
3,633
|
|
|
33,436
|
|
|
34
|
|
|
26
|
|
|
|||||||
Fund VI
|
2006
|
|
3,733
|
|
|
10,136
|
|
|
12,457
|
|
|
18,100
|
|
|
3,407
|
|
|
3,114
|
|
|
21,214
|
|
|
12
|
|
|
10
|
|
|
|||||||
Fund V
|
2001
|
|
311
|
|
|
3,742
|
|
|
5,192
|
|
|
12,697
|
|
|
138
|
|
|
54
|
|
|
12,751
|
|
|
61
|
|
|
44
|
|
|
|||||||
Fund I, II, III, IV and MIA
(3)
|
Various
|
|
15
|
|
|
7,320
|
|
|
8,753
|
|
|
17,400
|
|
|
—
|
|
|
1
|
|
|
17,401
|
|
|
39
|
|
|
26
|
|
|
|||||||
Traditional Private Equity Funds
(4)
|
|
|
$
|
55,163
|
|
|
$
|
78,552
|
|
|
$
|
53,779
|
|
|
$
|
80,021
|
|
|
$
|
16,901
|
|
|
$
|
20,012
|
|
|
$
|
100,033
|
|
|
39
|
%
|
|
25
|
%
|
|
ANRP II
|
2016
|
|
3,522
|
|
|
3,454
|
|
|
908
|
|
|
467
|
|
|
701
|
|
|
918
|
|
|
1,385
|
|
|
NM
|
|
(2)
|
NM
|
|
(2)
|
|||||||
ANRP I
|
2012
|
|
1,215
|
|
|
1,323
|
|
|
1,044
|
|
|
577
|
|
|
709
|
|
|
889
|
|
|
1,466
|
|
|
13
|
|
|
9
|
|
|
|||||||
AION
|
2013
|
|
699
|
|
|
826
|
|
|
406
|
|
|
159
|
|
|
294
|
|
|
289
|
|
|
448
|
|
|
8
|
%
|
|
(5
|
)%
|
|
|||||||
Total Private Equity
(9)
|
|
|
$
|
60,599
|
|
|
$
|
84,155
|
|
|
$
|
56,137
|
|
|
$
|
81,224
|
|
|
$
|
18,605
|
|
|
$
|
22,108
|
|
|
$
|
103,332
|
|
|
|
|
|
|
||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Credit Opportunity Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
COF III
|
2014
|
|
$
|
3,184
|
|
|
$
|
3,426
|
|
|
$
|
4,687
|
|
|
$
|
2,450
|
|
|
$
|
2,366
|
|
|
$
|
2,213
|
|
|
$
|
4,663
|
|
|
(1
|
)%
|
|
(2
|
)%
|
|
COF I and II
|
2008
|
|
447
|
|
|
3,068
|
|
|
3,787
|
|
|
7,397
|
|
|
126
|
|
|
167
|
|
|
7,564
|
|
|
23
|
|
|
20
|
|
|
|||||||
European Principal Finance Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
EPF II
(5)
|
2012
|
|
4,197
|
|
|
3,459
|
|
|
3,713
|
|
|
1,731
|
|
|
1,981
|
|
|
3,266
|
|
|
4,997
|
|
|
19
|
|
|
12
|
|
|
|||||||
EPF I
(5)
|
2007
|
|
267
|
|
|
1,480
|
|
|
1,944
|
|
|
3,244
|
|
|
—
|
|
|
31
|
|
|
3,275
|
|
|
23
|
|
|
17
|
|
|
|||||||
Structured Credit Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
FCI II
|
2013
|
|
2,533
|
|
|
1,555
|
|
|
2,090
|
|
|
870
|
|
|
1,626
|
|
|
1,805
|
|
|
2,675
|
|
|
15
|
|
|
12
|
|
|
|||||||
FCI I
|
2012
|
|
1,061
|
|
|
559
|
|
|
1,303
|
|
|
929
|
|
|
824
|
|
|
823
|
|
|
1,752
|
|
|
15
|
|
|
11
|
|
|
|||||||
SCRF III
(12)
|
2015
|
|
976
|
|
|
1,238
|
|
|
1,765
|
|
|
1,330
|
|
|
554
|
|
|
576
|
|
|
1,906
|
|
|
18
|
|
|
14
|
|
|
|||||||
SCRF I and II
(12)
|
Various
|
|
—
|
|
|
222
|
|
|
707
|
|
|
885
|
|
|
—
|
|
|
—
|
|
|
885
|
|
|
27
|
|
|
21
|
|
|
|||||||
Other Drawdown Funds & SIAs
(6)
|
Various
|
|
7,089
|
|
|
9,467
|
|
|
8,530
|
|
|
8,194
|
|
|
2,454
|
|
|
2,182
|
|
|
10,376
|
|
|
9
|
|
|
6
|
|
|
|||||||
Total Credit
(10)
|
|
|
$
|
19,754
|
|
|
$
|
24,474
|
|
|
$
|
28,526
|
|
|
$
|
27,030
|
|
|
$
|
9,931
|
|
|
$
|
11,063
|
|
|
$
|
38,093
|
|
|
|
|
|
|
||
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. RE Fund II
(7)
|
2016
|
|
$
|
912
|
|
|
$
|
863
|
|
|
$
|
423
|
|
|
$
|
146
|
|
|
$
|
358
|
|
|
$
|
411
|
|
|
$
|
557
|
|
|
20
|
%
|
|
18
|
%
|
|
U.S. RE Fund I
(7)
|
2012
|
|
481
|
|
|
652
|
|
|
634
|
|
|
628
|
|
|
246
|
|
|
315
|
|
|
943
|
|
|
17
|
|
|
13
|
|
|
|||||||
AGRE Debt Fund I
(13)
|
2011
|
|
1,127
|
|
|
2,098
|
|
|
2,069
|
|
|
1,163
|
|
|
1,137
|
|
|
1,078
|
|
|
2,241
|
|
|
8
|
|
|
6
|
|
|
|||||||
CPI Funds
(8)
|
Various
|
|
613
|
|
|
4,940
|
|
|
2,548
|
|
|
2,599
|
|
|
283
|
|
|
84
|
|
|
2,683
|
|
|
15
|
|
|
11
|
|
|
|||||||
Asia RE Fund
|
2017
|
|
585
|
|
|
588
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|
184
|
|
|
184
|
|
|
NM
|
|
(2)
|
NM
|
|
(2)
|
|||||||
Total Real Assets
(11)
|
|
|
$
|
3,718
|
|
|
$
|
9,141
|
|
|
$
|
5,849
|
|
|
$
|
4,536
|
|
|
$
|
2,199
|
|
|
$
|
2,072
|
|
|
$
|
6,608
|
|
|
|
|
|
|
(1)
|
Refer to the definitions of Vintage Year, Total Invested Capital, Realized Value, Remaining Cost, Unrealized Value, Total Value, Gross IRR and Net IRR described elsewhere in this report.
|
(2)
|
Returns have not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
|
(3)
|
The general partners and managers of Funds I, II and MIA, as well as the general partner of Fund III, were excluded assets in connection with the 2007 Reorganization. As a result, Apollo did not receive the economics associated with these entities. The investment performance of these funds, combined with Fund IV, is presented to illustrate fund performance associated with Apollo’s Managing Partners and other investment professionals.
|
(4)
|
Total IRR is calculated based on total cash flows for all funds presented.
|
(5)
|
Funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to
$1.14
as of
June 30, 2017
.
|
(6)
|
Amounts presented have been aggregated for (i) drawdown funds with AUM greater than $500 million that do not form part of a flagship series of funds and (ii) SIAs with AUM greater than $200 million that do not predominantly invest in other Apollo funds or SIAs. Certain SIAs’ historical figures are denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to
$1.14
as of
June 30, 2017
. Additionally, certain SIAs totaling
$1.8 billion
of AUM have been excluded from Total Invested Capital, Realized Value, Remaining Cost, Unrealized Value and Total Value. These SIAs have an open ended life and a significant turnover in their portfolio assets due to the ability to recycle capital. These SIAs had
$10.2 billion
of Total Invested Capital through
June 30, 2017
.
|
(7)
|
U.S. RE Fund I and U.S. RE Fund II had
$156 million
and
$390 million
of co-investment commitments raised as of
June 30, 2017
, respectively, which are included in the figures in the table. A co-invest entity within U.S. RE Fund I is denominated in GBP and translated into U.S. dollars at an exchange rate of £1.00 to
$1.30
as of
June 30, 2017
.
|
(8)
|
As part of the acquisition of Citi Property Investors (“CPI”), Apollo acquired general partner interests in fully invested funds. CPI Funds refers to CPI Capital Partners North America, CPI Capital Partners Asia Pacific, CPI Capital Partners Europe and other CPI funds or individual investments of which Apollo is not the general partner or manager and only receives fees pursuant to either a sub-advisory agreement or an investment management and administrative agreement. For CPI Capital Partners North America, CPI Capital Partners Asia Pacific and CPI Capital Partners Europe, the gross and net IRRs are presented in the investment record table since acquisition on November 12, 2010. The aggregate net IRR for these funds from their inception to
June 30, 2017
was
(1)%
. This net IRR was primarily achieved during a period in which Apollo did not make the initial investment decisions and Apollo only became the general partner or manager of these funds upon completing the acquisition on November 12, 2010.
|
(9)
|
Certain private equity co-investment vehicles and funds with AUM less than $500 million have been excluded. These co-investment vehicles and funds had
$7.2 billion
of aggregate AUM as of
June 30, 2017
.
|
(10)
|
Certain credit funds and SIAs with AUM less than $500 million and $200 million, respectively, have been excluded. These funds and SIAs had
$5.9 billion
of aggregate AUM as of
June 30, 2017
.
|
(11)
|
Certain accounts owned by or related to Athene, certain co-investment vehicles and certain funds with AUM less than $500 million have been excluded. These accounts, co-investment vehicles and funds had
$5.3 billion
of aggregate AUM as of
June 30, 2017
.
|
(12)
|
Remaining cost for certain of our credit funds may include physical cash called, invested or reserved for certain levered investments.
|
(13)
|
The investor in this U.S. Dollar denominated fund has chosen to make contributions and receive distributions in the local currency of each underlying investment. As a result, Apollo has not entered into foreign currency hedges for this fund and the returns presented include the impact of foreign currency gains or losses. The investor’s gross and net IRR, before the impact of foreign currency gains or losses, from the fund’s inception to
June 30, 2017
was
10%
and
9%
, respectively.
|
|
Total Invested
Capital |
|
Total Value
|
|
Gross IRR
|
|||||
|
(in millions)
|
|
|
|||||||
Distressed for Control
|
$
|
7,884
|
|
|
$
|
18,641
|
|
|
29
|
%
|
Non-Control Distressed
|
5,417
|
|
|
8,401
|
|
|
71
|
|
||
Total
|
13,301
|
|
|
27,042
|
|
|
49
|
|
||
Corporate Carve-outs, Opportunistic Buyouts and Other Credit
(1)
|
40,478
|
|
|
72,991
|
|
|
22
|
|
||
Total
|
$
|
53,779
|
|
|
$
|
100,033
|
|
|
39
|
%
|
(1)
|
Other Credit is defined as investments in debt securities of issuers other than portfolio companies that are not considered to be distressed.
|
|
Total Invested
Capital
|
|
Total Value
|
||||
|
(in millions)
|
||||||
Corporate Carve-outs
|
$
|
2,318
|
|
|
$
|
3,448
|
|
Opportunistic Buyouts
|
8,420
|
|
|
11,074
|
|
||
Distressed
|
514
|
|
|
709
|
|
||
Total
|
$
|
11,252
|
|
|
$
|
15,231
|
|
|
Total Invested
Capital |
|
Total Value
|
||||
|
(in millions)
|
||||||
Corporate Carve-outs
|
$
|
2,204
|
|
|
$
|
4,544
|
|
Opportunistic Buyouts
|
4,338
|
|
|
10,496
|
|
||
Distressed/Other Credit
(2)
|
9,583
|
|
|
18,396
|
|
||
Total
|
$
|
16,125
|
|
|
$
|
33,436
|
|
|
Total Invested
Capital |
|
Total Value
|
||||
|
(in millions)
|
||||||
Corporate Carve-outs
|
$
|
3,397
|
|
|
$
|
5,805
|
|
Opportunistic Buyouts
|
6,374
|
|
|
10,441
|
|
||
Distressed/Other Credit
(2)
|
2,686
|
|
|
4,968
|
|
||
Total
|
$
|
12,457
|
|
|
$
|
21,214
|
|
(1)
|
Committed capital less unfunded capital commitments for Fund VIII and Fund VII was
$11.0 billion
and
$14.0 billion
, respectively, which represents capital commitments from limited partners to invest in such funds less capital that is available for investment or reinvestment subject to the provisions of the applicable limited partnership agreement or other governing agreements.
|
(2)
|
The distressed investment strategy includes distressed for control, non-control distressed and other credit.
|
|
As of June 30, 2017
|
|
Gross Returns
(1)
|
|
Net Returns
(1)
|
||||||||||||||||||
|
AUM
|
|
Fee-Generating AUM
|
|
Carry-Eligible AUM
|
|
Carry-Generating AUM
|
|
For the Three Months Ended June 30, 2017
|
|
For the Six Months Ended June 30, 2017
|
|
For the Three Months Ended June 30, 2017
|
|
For the Six Months Ended June 30, 2017
|
||||||||
Category
|
(in millions)
|
|
|
|
|
|
|
|
|
||||||||||||||
Liquid/Performing
|
$
|
39,613
|
|
|
$
|
35,030
|
|
|
$
|
20,352
|
|
|
$
|
10,484
|
|
|
1.4%
|
|
3.4%
|
|
1.3%
|
|
3.1%
|
Drawdown
(2)
|
25,646
|
|
|
15,291
|
|
|
21,093
|
|
|
8,442
|
|
|
3.6
|
|
5.3
|
|
3.2
|
|
4.5
|
||||
Permanent capital vehicles ex Athene Non-Sub-Advised
(3)
|
12,657
|
|
|
11,873
|
|
|
10,133
|
|
|
8,913
|
|
|
3.0
|
|
5.6
|
|
2.0
|
|
3.8
|
||||
Athene Non-Sub-Advised
(3)
|
54,921
|
|
|
54,921
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
||||
AGER Non-Sub-Advised
(3)
|
6,641
|
|
|
4,156
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
||||
Advisory
|
11,555
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
||||
Total Credit
|
$
|
151,033
|
|
|
$
|
121,271
|
|
|
$
|
51,578
|
|
|
$
|
27,839
|
|
|
2.1%
|
|
4.0%
|
|
1.8%
|
|
3.5%
|
(1)
|
The gross and net returns for the
three and six months ended
June 30, 2017
for total credit excludes assets managed by AAM that are not directly invested in Apollo funds and investment vehicles or sub-advised by Apollo.
|
(2)
|
As of
June 30, 2017
, significant drawdown funds and SIAs had inception-to-date gross and net IRRs of
16.1%
and
12.4%
, respectively. Significant drawdown funds and SIAs include funds and SIAs with AUM greater than $200 million that do not predominantly invest in other Apollo funds or SIAs.
|
(3)
|
Athene Non-Sub-Advised and AGER Non-Sub-Advised reflects total combined AUM of
$79.1 billion
less
$17.5 billion
of assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo included within other asset categories. AGER Non-Sub-Advised includes
$4.2 billion
of AUM for which AAME provides investment advisory services.
|
|
|
|
|
|
Net Returns
|
||||||||||||
|
Vintage
Year |
|
Total AUM
|
|
For the Three Months Ended June 30, 2017
|
|
For the Six Months Ended June 30, 2017
|
|
For the Three Months Ended June 30, 2016
|
|
For the Six Months Ended June 30, 2016
|
||||||
Credit:
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
||||||
Hedge Funds
(1)
|
Various
|
|
$
|
6,399
|
|
|
1
|
%
|
|
2
|
%
|
|
3
|
%
|
|
5
|
%
|
CLOs
(2)
|
Various
|
|
11,541
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
4
|
|
|
SIAs / Other
|
Various
|
|
21,673
|
|
|
2
|
|
|
4
|
|
|
3
|
|
|
3
|
|
|
Total
|
|
|
$
|
39,613
|
|
|
|
|
|
|
|
|
|
(1)
|
Hedge Funds primarily includes Apollo Credit Strategies Master Fund Ltd., Apollo Credit Master Fund Ltd. and Apollo Credit Short Opportunities Fund.
|
(2)
|
CLO returns are calculated based on gross return on invested assets, which excludes cash.
|
|
|
|
Total AUM
|
|
Total Returns
(1)
|
||||||||||||
|
IPO Year
(2)
|
|
As of June 30, 2017
|
|
For the Three Months Ended June 30, 2017
|
|
For the Six Months Ended June 30, 2017
|
|
For the Three Months Ended June 30, 2016
|
|
For the Six Months Ended June 30, 2016
|
||||||
Credit:
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
||||||
MidCap
(3)
|
N/A
|
|
$
|
7,400
|
|
|
3 %
|
|
|
6
|
%
|
|
2
|
%
|
|
3
|
%
|
AIF
|
2013
|
|
391
|
|
|
1
|
|
|
10
|
|
|
9
|
|
|
9
|
|
|
AFT
|
2011
|
|
432
|
|
|
(2)
|
|
|
—
|
|
|
6
|
|
|
8
|
|
|
AINV
(4)
|
2004
|
|
4,257
|
|
|
—
|
|
|
14
|
|
|
3
|
|
|
14
|
|
|
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
ARI
|
2009
|
|
4,080
|
|
|
1
|
%
|
|
17
|
%
|
|
1
|
%
|
|
(1
|
) %
|
|
Total
|
|
|
$
|
16,560
|
|
|
|
|
|
|
|
|
|
(1)
|
Total returns are based on the change in closing trading prices during the respective periods presented taking into account dividends and distributions, if any, as if they were reinvested without regard to commission.
|
(2)
|
An IPO year represents the year in which the vehicle commenced trading on a national securities exchange.
|
(3)
|
MidCap is not a publicly traded vehicle and therefore IPO year is not applicable. The returns presented are a gross return based on NAV. The net returns based on NAV were
2%
and
1%
for the three months ended
June 30, 2017
and
2016
, respectively, and
4%
and
2%
for the
six months ended
June 30, 2017 and 2016
, respectively.
|
(4)
|
All amounts are as of
March 31, 2017
, except for total returns. Refer to www.apolloic.com for the most recent financial information on AINV. The information contained on AINV’s website is not part of this report. Includes
$1.5 billion
of AUM related to a non-traded business development company sub-advised by Apollo. Total returns exclude performance of the non-traded business development company.
|
•
|
65%-100% for private equity funds, gross advisory, transaction and other special fees;
|
•
|
65%-100% for certain credit funds, gross advisory, transaction and other special fees; and
|
•
|
100% for certain real assets funds, gross advisory, transaction and other special fees.
|
|
As of
June 30, 2017 |
|
For the Three Months Ended June 30, 2017
|
|
For the Six Months Ended June 30, 2017
|
||||||||||||||||||||||
|
Carried Interest Receivable on an Unconsolidated Basis
|
|
Unrealized
Carried Interest Income (Loss) |
|
Realized
Carried Interest Income |
|
Total
Carried Interest Income (Loss) from Related Parties |
|
Unrealized
Carried Interest Income (Loss) |
|
Realized
Carried Interest Income |
|
Total
Carried Interest Income (Loss) from Related Parties |
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Private Equity Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fund VIII
|
$
|
491,304
|
|
|
$
|
70,043
|
|
|
$
|
25,376
|
|
|
$
|
95,419
|
|
|
$
|
168,076
|
|
|
$
|
83,188
|
|
|
$
|
251,264
|
|
Fund VII
(1)
|
53,278
|
|
|
(41,919
|
)
|
|
—
|
|
|
(41,919
|
)
|
|
(21,377
|
)
|
|
19,817
|
|
|
(1,560
|
)
|
|||||||
Fund VI
(1)
|
33,259
|
|
|
40,054
|
|
|
—
|
|
|
40,054
|
|
|
75,497
|
|
|
—
|
|
|
75,497
|
|
|||||||
Fund IV and V
|
87
|
|
(3)
|
(853
|
)
|
|
—
|
|
|
(853
|
)
|
|
(6,647
|
)
|
|
—
|
|
|
(6,647
|
)
|
|||||||
ANRP I and II
|
25,195
|
|
(3)
|
(112,837
|
)
|
|
52,501
|
|
|
(60,336
|
)
|
|
(57,190
|
)
|
|
52,873
|
|
|
(4,317
|
)
|
|||||||
AAA/Other
(2)(5)
|
213,242
|
|
|
(52,860
|
)
|
|
58,620
|
|
|
5,760
|
|
|
(93,112
|
)
|
|
136,080
|
|
|
42,968
|
|
|||||||
Total Private Equity Funds
|
816,365
|
|
|
(98,372
|
)
|
|
136,497
|
|
|
38,125
|
|
|
65,247
|
|
|
291,958
|
|
|
357,205
|
|
|||||||
Total Private Equity Funds, net of profit share
|
511,228
|
|
|
(63,389
|
)
|
|
83,360
|
|
|
19,971
|
|
|
45,214
|
|
|
163,569
|
|
|
208,783
|
|
|||||||
Credit Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Drawdown
|
311,963
|
|
(3)
|
31,845
|
|
|
33,521
|
|
|
65,366
|
|
|
23,444
|
|
|
60,180
|
|
|
83,624
|
|
|||||||
Liquid/Performing
|
55,903
|
|
|
(13,113
|
)
|
|
17,861
|
|
|
4,748
|
|
|
(6,579
|
)
|
|
21,412
|
|
|
14,833
|
|
|||||||
Permanent capital vehicles ex AAM
|
52,206
|
|
|
8,189
|
|
|
5,737
|
|
|
13,926
|
|
|
16,378
|
|
|
6,463
|
|
|
22,841
|
|
|||||||
Total Credit Funds
|
420,072
|
|
|
26,921
|
|
|
57,119
|
|
|
84,040
|
|
|
33,243
|
|
|
88,055
|
|
|
121,298
|
|
|||||||
Total Credit Funds, net of profit share
|
158,748
|
|
|
13,994
|
|
|
34,039
|
|
|
48,033
|
|
|
18,101
|
|
|
51,530
|
|
|
69,631
|
|
|||||||
Real Assets Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
CPI Funds
|
319
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||||
U.S. RE Fund I and II
(1)
|
21,433
|
|
|
(1,079
|
)
|
|
3,967
|
|
|
2,888
|
|
|
1,170
|
|
|
4,031
|
|
|
5,201
|
|
|||||||
Other
(5)
|
14,299
|
|
|
1,960
|
|
|
1,208
|
|
|
3,168
|
|
|
2,374
|
|
|
1,208
|
|
|
3,582
|
|
|||||||
Total Real Assets Funds
|
36,051
|
|
|
926
|
|
|
5,175
|
|
|
6,101
|
|
|
3,530
|
|
|
5,239
|
|
|
8,769
|
|
|||||||
Total Real Assets Funds, net of profit share
|
20,658
|
|
|
996
|
|
|
2,309
|
|
|
3,305
|
|
|
1,566
|
|
|
2,347
|
|
|
3,913
|
|
|||||||
Total
|
$
|
1,272,488
|
|
|
$
|
(70,525
|
)
|
|
$
|
198,791
|
|
|
$
|
128,266
|
|
|
$
|
102,020
|
|
|
$
|
385,252
|
|
|
$
|
487,272
|
|
Total, net of profit share
|
$
|
690,634
|
|
(4)
|
$
|
(48,399
|
)
|
|
$
|
119,708
|
|
|
$
|
71,309
|
|
|
$
|
64,881
|
|
|
$
|
217,446
|
|
|
$
|
282,327
|
|
(1)
|
As of
June 30, 2017
, the remaining investments and escrow cash of Fund VII, Fund VI and U.S. RE Fund II were valued at
99%
,
93%
and
113%
of the fund’s unreturned capital, respectively, which were below the required escrow ratio of 115%. As a result, these funds are required to place in escrow current and future carried interest income distributions to the general partner until the specified return ratio of 115% is met (at the time of a future distribution) or upon liquidation. As of
June 30, 2017
, Fund VI had
$167.6 million
of gross carried interest income, or
$110.7 million
net of profit sharing, in escrow. As of
June 30, 2017
, Fund VII had
$66.8 million
of gross carried interest income, or
$37.2 million
net of profit
|
(2)
|
AAA/Other includes
$166.7 million
of carried interest receivable, or $
118.9 million
net of profit sharing, from AAA Investments, L.P. which Apollo may elect to receive in cash or in common shares of Athene Holding (valued at the then fair market value); and if Apollo elects to receive payment of such carried interest in cash, then common shares of Athene Holding shall be distributed to Apollo and immediately sold by Apollo to pay for such carried interest in cash.
|
(3)
|
As of
June 30, 2017
, certain credit funds and certain private equity funds had
$60.6 million
and
$22.7 million
, respectively, in general partner obligations to return previously distributed carried interest income. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations for certain credit funds and certain private equity funds was
$346.5 million
and
$130.9 million
, respectively, as of
June 30, 2017
.
|
(4)
|
There was a corresponding profit sharing payable of
$581.9 million
as of
June 30, 2017
, including profit sharing payable related to amounts in escrow and contingent consideration obligations of
$86.9 million
.
|
(5)
|
Other includes certain SIAs.
|
|
Carried Interest Since Inception
(1)
|
||||||||||||||||||
|
Undistributed by Fund and Recognized
|
|
Distributed by Fund and Recognized
(2)
|
|
Total Undistributed and Distributed by Fund and Recognized
(3)
|
|
General Partner Obligation as of June 30, 2017
(3)
|
|
Maximum Carried Interest Income Subject to Potential Reversal
(4)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Private Equity Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund VIII
|
$
|
491.3
|
|
|
$
|
93.8
|
|
|
$
|
585.1
|
|
|
$
|
—
|
|
|
$
|
550.9
|
|
Fund VII
|
53.3
|
|
|
3,121.5
|
|
|
3,174.8
|
|
|
—
|
|
|
490.4
|
|
|||||
Fund VI
|
33.3
|
|
|
1,658.9
|
|
|
1,692.2
|
|
|
—
|
|
|
1,146.0
|
|
|||||
Fund IV and V
|
0.1
|
|
|
2,053.1
|
|
|
2,053.2
|
|
|
17.8
|
|
|
8.4
|
|
|||||
ANRP I and II
|
25.2
|
|
|
72.3
|
|
|
97.5
|
|
|
4.9
|
|
|
61.8
|
|
|||||
AAA/Other
|
213.2
|
|
|
331.2
|
|
|
544.4
|
|
|
—
|
|
|
213.2
|
|
|||||
Total Private Equity Funds
|
816.4
|
|
|
7,330.8
|
|
|
8,147.2
|
|
|
22.7
|
|
|
2,470.7
|
|
|||||
Credit Category
(5)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Drawdown
|
312.0
|
|
|
1,015.2
|
|
|
1,327.2
|
|
|
60.6
|
|
|
449.9
|
|
|||||
Liquid/Performing
|
55.9
|
|
|
497.3
|
|
|
553.2
|
|
|
—
|
|
|
85.0
|
|
|||||
Permanent capital vehicles ex AAM
|
43.9
|
|
|
—
|
|
|
43.9
|
|
|
—
|
|
|
43.9
|
|
|||||
Total Credit Funds
|
411.8
|
|
|
1,512.5
|
|
|
1,924.3
|
|
|
60.6
|
|
|
578.8
|
|
|||||
Real Assets Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
CPI Funds
|
0.3
|
|
|
9.7
|
|
|
10.0
|
|
|
—
|
|
|
0.3
|
|
|||||
U.S. RE Fund I and II
|
21.4
|
|
|
16.8
|
|
|
38.2
|
|
|
—
|
|
|
32.8
|
|
|||||
Other
(6)
|
14.3
|
|
|
5.6
|
|
|
19.9
|
|
|
—
|
|
|
14.3
|
|
|||||
Total Real Assets Funds
|
36.0
|
|
|
32.1
|
|
|
68.1
|
|
|
—
|
|
|
47.4
|
|
|||||
Total
|
$
|
1,264.2
|
|
|
$
|
8,875.4
|
|
|
$
|
10,139.6
|
|
|
$
|
83.3
|
|
|
$
|
3,096.9
|
|
(1)
|
Certain funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to
$1.14
as of
June 30, 2017
.
|
(2)
|
Amounts in “Distributed by Fund and Recognized” for the CPI, Gulf Stream Asset Management, LLC (“Gulf Stream”) and Stone Tower funds and SIAs are presented for activity subsequent to the respective acquisition dates.
|
(3)
|
Amounts were computed based on the fair value of fund investments on
June 30, 2017
. Carried interest income has been allocated to and recognized by the general partner. Based on the amount of carried interest income allocated, a portion is subject to potential reversal or, to the extent applicable, has been reduced by the general partner obligation to return previously distributed carried interest income or fees at
June 30, 2017
. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund.
|
(4)
|
Represents the amount of carried interest income that would be reversed if remaining fund investments became worthless on
June 30, 2017
. Amounts subject to potential reversal of carried interest income include amounts undistributed by a fund (i.e., the carried interest receivable), as well as a portion of the amounts that have been distributed by a fund, net of taxes not subject to a general partner obligation to return previously distributed carried interest income, except for those funds that are gross of taxes as defined in the respective funds’ governing documents.
|
(5)
|
Amounts exclude AINV, as carried interest income from this entity is not subject to contingent repayment.
|
(6)
|
Other includes certain SIAs.
|
Note:
|
“NM” denotes not meaningful. Changes from negative to positive amounts and positive to negative amounts are not considered meaningful. Increases or decreases from zero and changes greater than 500% are also not considered meaningful.
|
|
For the Three Months Ended June 30,
|
|
Total Change
|
|
Percentage Change
|
|
For the Six Months Ended June 30,
|
|
Total Change
|
|
Percentage Change
|
||||||||||||||||||
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|
|
|||||||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Management fees from related parties
|
$
|
77,275
|
|
|
$
|
76,518
|
|
|
$
|
757
|
|
|
1.0
|
%
|
|
$
|
154,673
|
|
|
$
|
151,436
|
|
|
$
|
3,237
|
|
|
2.1
|
%
|
Advisory and transaction fees from related parties, net
|
19,302
|
|
|
58,301
|
|
|
(38,999
|
)
|
|
(66.9
|
)
|
|
31,074
|
|
|
61,014
|
|
|
(29,940
|
)
|
|
(49.1
|
)
|
||||||
Carried interest income from related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrealized
(1)
|
(98,372
|
)
|
|
207,845
|
|
|
(306,217
|
)
|
|
NM
|
|
|
65,247
|
|
|
61,510
|
|
|
3,737
|
|
|
6.1
|
|
||||||
Realized
|
136,497
|
|
|
266
|
|
|
136,231
|
|
|
NM
|
|
|
291,958
|
|
|
266
|
|
|
291,692
|
|
|
NM
|
|
||||||
Total carried interest income from related parties
|
38,125
|
|
|
208,111
|
|
|
(169,986
|
)
|
|
(81.7
|
)
|
|
357,205
|
|
|
61,776
|
|
|
295,429
|
|
|
478.2
|
|
||||||
Total Revenues
|
134,702
|
|
|
342,930
|
|
|
(208,228
|
)
|
|
(60.7
|
)
|
|
542,952
|
|
|
274,226
|
|
|
268,726
|
|
|
98.0
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Salary, bonus and benefits
|
30,294
|
|
|
31,564
|
|
|
(1,270
|
)
|
|
(4.0
|
)
|
|
61,763
|
|
|
63,638
|
|
|
(1,875
|
)
|
|
(2.9
|
)
|
||||||
Equity-based compensation
|
7,704
|
|
|
6,765
|
|
|
939
|
|
|
13.9
|
|
|
14,799
|
|
|
14,150
|
|
|
649
|
|
|
4.6
|
|
||||||
Profit sharing expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrealized
|
(34,983
|
)
|
|
67,543
|
|
|
(102,526
|
)
|
|
NM
|
|
|
20,033
|
|
|
10,169
|
|
|
9,864
|
|
|
97.0
|
|
||||||
Realized
|
53,137
|
|
|
132
|
|
|
53,005
|
|
|
NM
|
|
|
128,389
|
|
|
132
|
|
|
128,257
|
|
|
NM
|
|
||||||
Realized: Equity-based
|
462
|
|
|
—
|
|
|
462
|
|
|
NM
|
|
|
462
|
|
|
—
|
|
|
462
|
|
|
NM
|
|
||||||
Total profit sharing expense
|
18,616
|
|
|
67,675
|
|
|
(49,059
|
)
|
|
(72.5
|
)
|
|
148,884
|
|
|
10,301
|
|
|
138,583
|
|
|
NM
|
|
||||||
Total compensation and benefits
|
56,614
|
|
|
106,004
|
|
|
(49,390
|
)
|
|
(46.6
|
)
|
|
225,446
|
|
|
88,089
|
|
|
137,357
|
|
|
155.9
|
|
||||||
Non-compensation expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
General, administrative and other
|
16,617
|
|
|
20,551
|
|
|
(3,934
|
)
|
|
(19.1
|
)
|
|
33,977
|
|
|
36,282
|
|
|
(2,305
|
)
|
|
(6.4
|
)
|
||||||
Placement fees
|
1,341
|
|
|
1,085
|
|
|
256
|
|
|
23.6
|
|
|
1,475
|
|
|
2,079
|
|
|
(604
|
)
|
|
(29.1
|
)
|
||||||
Total non-compensation expenses
|
17,958
|
|
|
21,636
|
|
|
(3,678
|
)
|
|
(17.0
|
)
|
|
35,452
|
|
|
38,361
|
|
|
(2,909
|
)
|
|
(7.6
|
)
|
||||||
Total Expenses
|
74,572
|
|
|
127,640
|
|
|
(53,068
|
)
|
|
(41.6
|
)
|
|
260,898
|
|
|
126,450
|
|
|
134,448
|
|
|
106.3
|
|
||||||
Other Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income from equity method investments
|
10,348
|
|
|
31,410
|
|
|
(21,062
|
)
|
|
(67.1
|
)
|
|
42,076
|
|
|
25,927
|
|
|
16,149
|
|
|
62.3
|
|
||||||
Net gains (losses) from investment activities
|
(100
|
)
|
|
6,457
|
|
|
(6,557
|
)
|
|
NM
|
|
|
3,296
|
|
|
2,351
|
|
|
945
|
|
|
40.2
|
|
||||||
Net interest loss
|
(4,336
|
)
|
|
(3,252
|
)
|
|
(1,084
|
)
|
|
33.3
|
|
|
(8,578
|
)
|
|
(5,680
|
)
|
|
(2,898
|
)
|
|
51.0
|
|
||||||
Other income, net
|
781
|
|
|
341
|
|
|
440
|
|
|
129.0
|
|
|
18,571
|
|
|
217
|
|
|
18,354
|
|
|
NM
|
|
||||||
Total Other Income
|
6,693
|
|
|
34,956
|
|
|
(28,263
|
)
|
|
(80.9
|
)
|
|
55,365
|
|
|
22,815
|
|
|
32,550
|
|
|
142.7
|
|
||||||
Economic Income
|
$
|
66,823
|
|
|
$
|
250,246
|
|
|
$
|
(183,423
|
)
|
|
(73.3
|
)%
|
|
$
|
337,419
|
|
|
$
|
170,591
|
|
|
$
|
166,828
|
|
|
97.8
|
%
|
(1)
|
Included in unrealized carried interest income (loss) from related parties for the
six months ended
June 30, 2017 and 2016
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note
13
to our
condensed consolidated
financial statements for further detail regarding the general partner obligation.
|
|
For the Three Months Ended June 30,
|
|
Total Change
|
|
Percentage Change
|
|
For the Six Months Ended June 30,
|
|
Total Change
|
|
Percentage Change
|
||||||||||||||||||
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|
|
|||||||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Management fees from related parties
|
$
|
169,856
|
|
|
$
|
151,252
|
|
|
$
|
18,604
|
|
|
12.3
|
%
|
|
$
|
328,198
|
|
|
$
|
293,763
|
|
|
$
|
34,435
|
|
|
11.7
|
%
|
Advisory and transaction fees from related parties, net
|
3,709
|
|
|
3,036
|
|
|
673
|
|
|
22.2
|
|
|
6,265
|
|
|
7,446
|
|
|
(1,181
|
)
|
|
(15.9
|
)
|
||||||
Carried interest income from related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrealized
(1)
|
26,921
|
|
|
80,397
|
|
|
(53,476
|
)
|
|
(66.5
|
)
|
|
33,243
|
|
|
59,218
|
|
|
(25,975
|
)
|
|
(43.9
|
)
|
||||||
Realized
|
57,119
|
|
|
40,046
|
|
|
17,073
|
|
|
42.6
|
|
|
88,055
|
|
|
85,198
|
|
|
2,857
|
|
|
3.4
|
|
||||||
Total carried interest income from related parties
|
84,040
|
|
|
120,443
|
|
|
(36,403
|
)
|
|
(30.2
|
)
|
|
121,298
|
|
|
144,416
|
|
|
(23,118
|
)
|
|
(16.0
|
)
|
||||||
Total Revenues
|
257,605
|
|
|
274,731
|
|
|
(17,126
|
)
|
|
(6.2
|
)
|
|
455,761
|
|
|
445,625
|
|
|
10,136
|
|
|
2.3
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Salary, bonus and benefits
|
59,244
|
|
|
54,709
|
|
|
4,535
|
|
|
8.3
|
|
|
114,126
|
|
|
106,321
|
|
|
7,805
|
|
|
7.3
|
|
||||||
Equity-based compensation
|
9,228
|
|
|
8,300
|
|
|
928
|
|
|
11.2
|
|
|
18,330
|
|
|
16,860
|
|
|
1,470
|
|
|
8.7
|
|
||||||
Profit sharing expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrealized
|
12,927
|
|
|
33,954
|
|
|
(21,027
|
)
|
|
(61.9
|
)
|
|
15,142
|
|
|
24,817
|
|
|
(9,675
|
)
|
|
(39.0
|
)
|
||||||
Realized
|
23,080
|
|
|
23,215
|
|
|
(135
|
)
|
|
(0.6
|
)
|
|
36,525
|
|
|
53,776
|
|
|
(17,251
|
)
|
|
(32.1
|
)
|
||||||
Realized: Equity-based
|
582
|
|
|
—
|
|
|
582
|
|
|
NM
|
|
|
869
|
|
|
—
|
|
|
869
|
|
|
NM
|
|
||||||
Total profit sharing expense
|
36,589
|
|
|
57,169
|
|
|
(20,580
|
)
|
|
(36.0
|
)
|
|
52,536
|
|
|
78,593
|
|
|
(26,057
|
)
|
|
(33.2
|
)
|
||||||
Total compensation and benefits
|
105,061
|
|
|
120,178
|
|
|
(15,117
|
)
|
|
(12.6
|
)
|
|
184,992
|
|
|
201,774
|
|
|
(16,782
|
)
|
|
(8.3
|
)
|
||||||
Non-compensation expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
General, administrative and other
|
31,760
|
|
|
35,546
|
|
|
(3,786
|
)
|
|
(10.7
|
)
|
|
63,850
|
|
|
66,032
|
|
|
(2,182
|
)
|
|
(3.3
|
)
|
||||||
Placement fees
|
3,918
|
|
|
683
|
|
|
3,235
|
|
|
473.6
|
|
|
5,688
|
|
|
1,390
|
|
|
4,298
|
|
|
309.2
|
|
||||||
Total non-compensation expenses
|
35,678
|
|
|
36,229
|
|
|
(551
|
)
|
|
(1.5
|
)
|
|
69,538
|
|
|
67,422
|
|
|
2,116
|
|
|
3.1
|
|
||||||
Total Expenses
|
140,739
|
|
|
156,407
|
|
|
(15,668
|
)
|
|
(10.0
|
)
|
|
254,530
|
|
|
269,196
|
|
|
(14,666
|
)
|
|
(5.4
|
)
|
||||||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income from equity method investments
|
5,856
|
|
|
12,940
|
|
|
(7,084
|
)
|
|
(54.7
|
)
|
|
12,339
|
|
|
13,788
|
|
|
(1,449
|
)
|
|
(10.5
|
)
|
||||||
Net gains (losses) from investment activities
|
(299
|
)
|
|
82,041
|
|
|
(82,340
|
)
|
|
NM
|
|
|
30,795
|
|
|
29,648
|
|
|
1,147
|
|
|
3.9
|
|
||||||
Net interest loss
|
(6,484
|
)
|
|
(4,715
|
)
|
|
(1,769
|
)
|
|
37.5
|
|
|
(13,006
|
)
|
|
(8,370
|
)
|
|
(4,636
|
)
|
|
55.4
|
|
||||||
Other income (loss), net
|
(241
|
)
|
|
(127
|
)
|
|
(114
|
)
|
|
89.8
|
|
|
570
|
|
|
(535
|
)
|
|
1,105
|
|
|
NM
|
|
||||||
Total Other Income (Loss)
|
(1,168
|
)
|
|
90,139
|
|
|
(91,307
|
)
|
|
NM
|
|
|
30,698
|
|
|
34,531
|
|
|
(3,833
|
)
|
|
(11.1
|
)
|
||||||
Non-Controlling Interest
|
(559
|
)
|
|
(2,175
|
)
|
|
1,616
|
|
|
(74.3
|
)
|
|
(1,493
|
)
|
|
(4,560
|
)
|
|
3,067
|
|
|
(67.3
|
)
|
||||||
Economic Income
|
$
|
115,139
|
|
|
$
|
206,288
|
|
|
$
|
(91,149
|
)
|
|
(44.2
|
)%
|
|
$
|
230,436
|
|
|
$
|
206,400
|
|
|
$
|
24,036
|
|
|
11.6
|
%
|
(1)
|
Included in unrealized carried interest income (loss) from related parties for the
six months ended
June 30, 2017 and 2016
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note
13
to our
condensed consolidated
financial statements for further detail regarding the general partner obligation.
|
|
For the Three Months Ended June 30,
|
|
Total Change
|
|
Percentage Change
|
|
For the Six Months Ended June 30,
|
|
Total Change
|
|
Percentage Change
|
||||||||||||||||||
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|
|
|||||||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Management fees from related parties
|
$
|
19,777
|
|
|
$
|
13,863
|
|
|
$
|
5,914
|
|
|
42.7
|
%
|
|
$
|
36,090
|
|
|
$
|
27,367
|
|
|
$
|
8,723
|
|
|
31.9
|
%
|
Advisory and transaction fees from related parties, net
|
618
|
|
|
3,562
|
|
|
(2,944
|
)
|
|
(82.7
|
)
|
|
1,357
|
|
|
4,438
|
|
|
(3,081
|
)
|
|
(69.4
|
)
|
||||||
Carried interest income (loss) from related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrealized
|
926
|
|
|
(1,737
|
)
|
|
2,663
|
|
|
NM
|
|
|
3,530
|
|
|
(5,114
|
)
|
|
8,644
|
|
|
NM
|
|
||||||
Realized
|
5,175
|
|
|
1,668
|
|
|
3,507
|
|
|
210.3
|
|
|
5,239
|
|
|
6,439
|
|
|
(1,200
|
)
|
|
(18.6
|
)
|
||||||
Total carried interest income (loss) from related parties
|
6,101
|
|
|
(69
|
)
|
|
6,170
|
|
|
NM
|
|
|
8,769
|
|
|
1,325
|
|
|
7,444
|
|
|
NM
|
|
||||||
Total Revenues
|
26,496
|
|
|
17,356
|
|
|
9,140
|
|
|
52.7
|
|
|
46,216
|
|
|
33,130
|
|
|
13,086
|
|
|
39.5
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Salary, bonus and benefits
|
9,022
|
|
|
8,249
|
|
|
773
|
|
|
9.4
|
|
|
17,392
|
|
|
16,933
|
|
|
459
|
|
|
2.7
|
|
||||||
Equity-based compensation
|
634
|
|
|
657
|
|
|
(23
|
)
|
|
(3.5
|
)
|
|
1,182
|
|
|
1,432
|
|
|
(250
|
)
|
|
(17.5
|
)
|
||||||
Profit sharing expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrealized
|
(70
|
)
|
|
(661
|
)
|
|
591
|
|
|
(89.4
|
)
|
|
1,964
|
|
|
(1,832
|
)
|
|
3,796
|
|
|
NM
|
|
||||||
Realized
|
2,866
|
|
|
550
|
|
|
2,316
|
|
|
421.1
|
|
|
2,892
|
|
|
4,178
|
|
|
(1,286
|
)
|
|
(30.8
|
)
|
||||||
Total profit sharing expense
|
2,796
|
|
|
(111
|
)
|
|
2,907
|
|
|
NM
|
|
|
4,856
|
|
|
2,346
|
|
|
2,510
|
|
|
107.0
|
|
||||||
Total compensation and benefits
|
12,452
|
|
|
8,795
|
|
|
3,657
|
|
|
41.6
|
|
|
23,430
|
|
|
20,711
|
|
|
2,719
|
|
|
13.1
|
|
||||||
Non-compensation expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
General, administrative and other
|
5,297
|
|
|
5,421
|
|
|
(124
|
)
|
|
(2.3
|
)
|
|
9,779
|
|
|
11,565
|
|
|
(1,786
|
)
|
|
(15.4
|
)
|
||||||
Placement fees
|
—
|
|
|
21
|
|
|
(21
|
)
|
|
(100.0
|
)
|
|
—
|
|
|
21
|
|
|
(21
|
)
|
|
(100.0
|
)
|
||||||
Total non-compensation expenses
|
5,297
|
|
|
5,442
|
|
|
(145
|
)
|
|
(2.7
|
)
|
|
9,779
|
|
|
11,586
|
|
|
(1,807
|
)
|
|
(15.6
|
)
|
||||||
Total Expenses
|
17,749
|
|
|
14,237
|
|
|
3,512
|
|
|
24.7
|
|
|
33,209
|
|
|
32,297
|
|
|
912
|
|
|
2.8
|
|
||||||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income from equity method investments
|
1,015
|
|
|
356
|
|
|
659
|
|
|
185.1
|
|
|
2,018
|
|
|
1,132
|
|
|
886
|
|
|
78.3
|
|
||||||
Net interest loss
|
(1,247
|
)
|
|
(919
|
)
|
|
(328
|
)
|
|
35.7
|
|
|
(2,471
|
)
|
|
(1,727
|
)
|
|
(744
|
)
|
|
43.1
|
|
||||||
Other income, net
|
240
|
|
|
44
|
|
|
196
|
|
|
445.5
|
|
|
303
|
|
|
15
|
|
|
288
|
|
|
NM
|
|
||||||
Total Other Income (Loss)
|
8
|
|
|
(519
|
)
|
|
527
|
|
|
NM
|
|
|
(150
|
)
|
|
(580
|
)
|
|
430
|
|
|
(74.1
|
)
|
||||||
Economic Income
|
$
|
8,755
|
|
|
$
|
2,600
|
|
|
$
|
6,155
|
|
|
236.7
|
%
|
|
$
|
12,857
|
|
|
$
|
253
|
|
|
$
|
12,604
|
|
|
NM
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Management Fees
|
$
|
266,908
|
|
|
$
|
241,633
|
|
|
$
|
518,961
|
|
|
$
|
472,566
|
|
Advisory and Transaction Fees from Related Parties, net
|
23,629
|
|
|
64,899
|
|
|
38,696
|
|
|
72,898
|
|
||||
Carried Interest Income from Related Parties
(1)
|
5,737
|
|
|
6,292
|
|
|
6,463
|
|
|
15,209
|
|
||||
Salary, Bonus and Benefits
|
(98,560
|
)
|
|
(94,522
|
)
|
|
(193,281
|
)
|
|
(186,892
|
)
|
||||
Non-compensation Expenses
|
(58,933
|
)
|
|
(63,307
|
)
|
|
(114,769
|
)
|
|
(117,369
|
)
|
||||
Other Income attributable to Fee Related Earnings
|
2,242
|
|
|
302
|
|
|
20,362
|
|
(2)
|
74
|
|
||||
Non-Controlling Interest
|
(559
|
)
|
|
(2,175
|
)
|
|
(1,493
|
)
|
|
(4,560
|
)
|
||||
Fee Related Earnings
|
$
|
140,464
|
|
|
$
|
153,122
|
|
|
$
|
274,939
|
|
|
$
|
251,926
|
|
(1)
|
Represents carried interest income earned from a publicly traded business development company we manage.
|
(2)
|
Includes $17.5 million in insurance proceeds received in connection with fees and expenses relating to a legal proceeding.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Distributable Earnings
|
$
|
257,706
|
|
|
$
|
164,315
|
|
|
$
|
497,311
|
|
|
$
|
269,070
|
|
Taxes and related payables
(2)
|
(6,724
|
)
|
|
(2,968
|
)
|
|
(13,072
|
)
|
|
(5,241
|
)
|
||||
Preferred distributions
|
(4,772
|
)
|
|
—
|
|
|
(4,772
|
)
|
|
—
|
|
||||
Distributable Earnings After Taxes and Related Payables
|
246,210
|
|
|
161,347
|
|
|
479,467
|
|
|
263,829
|
|
||||
Add back: Tax and related payables attributable to common and equivalents
|
4,825
|
|
|
4
|
|
|
9,385
|
|
|
6
|
|
||||
Distributable Earnings before certain payables
(3)
|
251,035
|
|
|
161,351
|
|
|
488,852
|
|
|
263,835
|
|
||||
Percent to common and equivalents
|
49
|
%
|
|
47
|
%
|
|
49
|
%
|
|
47
|
%
|
||||
Distributable Earnings before other payables attributable to common and equivalents
|
122,265
|
|
|
75,770
|
|
|
238,093
|
|
|
123,871
|
|
||||
Less: Taxes and related payables attributable to common and equivalents
|
(4,825
|
)
|
|
(4
|
)
|
|
(9,385
|
)
|
|
(6
|
)
|
||||
Distributable Earnings attributable to common and equivalents
|
$
|
117,440
|
|
|
$
|
75,766
|
|
|
$
|
228,708
|
|
|
$
|
123,865
|
|
Distributable Earnings per share of common and equivalent
(4)
|
$
|
0.60
|
|
|
$
|
0.40
|
|
|
$
|
1.17
|
|
|
$
|
0.65
|
|
Retained capital per share of common and equivalent
(4)(5)
|
(0.08
|
)
|
|
(0.03
|
)
|
|
(0.16
|
)
|
|
(0.03
|
)
|
||||
Net distribution per share of common and equivalent
(4)
|
$
|
0.52
|
|
|
$
|
0.37
|
|
|
$
|
1.01
|
|
|
$
|
0.62
|
|
(1)
|
Common and equivalents refers to Class A shares outstanding and RSUs that participate in distributions.
|
(2)
|
Represents the estimated current corporate, local and non-U.S. taxes as well as the payable under Apollo’s tax receivable agreement.
|
(3)
|
Distributable earnings before certain payables represents Distributable Earnings before the deduction for the estimated current corporate taxes and the payable under Apollo’s tax receivable agreement.
|
(4)
|
Per share calculations are based on end of period Distributable Earnings Shares Outstanding, which consists of total Class A shares outstanding and RSUs that participate in distributions (collectively referred to as “common & equivalents”).
|
(5)
|
Retained capital is withheld pro-rata from common and equivalent holders and AOG Unit holders.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Net Income Attributable to Apollo Global Management, LLC Class A Shareholders
|
$
|
86,908
|
|
|
$
|
174,092
|
|
|
$
|
232,104
|
|
|
$
|
141,264
|
|
Preferred distributions
|
4,772
|
|
|
—
|
|
|
4,772
|
|
|
—
|
|
||||
Net income attributable to Non-Controlling Interests in consolidated entities
|
4,535
|
|
|
2,078
|
|
|
7,919
|
|
|
4,113
|
|
||||
Net income attributable to Non-Controlling Interests in the Apollo Operating Group
|
96,727
|
|
|
239,633
|
|
|
303,177
|
|
|
195,865
|
|
||||
Net Income
|
$
|
192,942
|
|
|
$
|
415,803
|
|
|
$
|
547,972
|
|
|
$
|
341,242
|
|
Income tax provision (benefit)
|
(777
|
)
|
|
37,988
|
|
|
38,384
|
|
|
32,841
|
|
||||
Income Before Income Tax Provision (Benefit)
|
$
|
192,165
|
|
|
$
|
453,791
|
|
|
$
|
586,356
|
|
|
$
|
374,083
|
|
Transaction-related charges and equity-based compensation
|
3,087
|
|
|
7,421
|
|
|
2,275
|
|
|
7,274
|
|
||||
Net income attributable to Non-Controlling Interests in consolidated entities
|
(4,535
|
)
|
|
(2,078
|
)
|
|
(7,919
|
)
|
|
(4,113
|
)
|
||||
Economic Income
(1)
|
$
|
190,717
|
|
|
$
|
459,134
|
|
|
$
|
580,712
|
|
|
$
|
377,244
|
|
Income tax provision on Economic Income
|
(2,397
|
)
|
|
(64,283
|
)
|
|
(60,769
|
)
|
|
(55,357
|
)
|
||||
Preferred distributions
|
(4,772
|
)
|
|
—
|
|
|
(4,772
|
)
|
|
—
|
|
||||
Economic Net Income
|
$
|
183,548
|
|
|
$
|
394,851
|
|
|
$
|
515,171
|
|
|
$
|
321,887
|
|
Preferred distributions
|
4,772
|
|
|
—
|
|
|
4,772
|
|
|
—
|
|
||||
Income tax provision on Economic Income
|
2,397
|
|
|
64,283
|
|
|
60,769
|
|
|
55,357
|
|
||||
Carried interest income from related parties
(2)
|
(122,529
|
)
|
|
(322,193
|
)
|
|
(480,809
|
)
|
|
(192,308
|
)
|
||||
Profit sharing expense
|
58,001
|
|
|
124,733
|
|
|
206,276
|
|
|
91,240
|
|
||||
Equity-based compensation
(3)
|
17,566
|
|
|
15,722
|
|
|
34,311
|
|
|
32,442
|
|
||||
Income from equity method investments
|
(17,219
|
)
|
|
(44,706
|
)
|
|
(56,433
|
)
|
|
(40,847
|
)
|
||||
Net gains from investment activities
|
399
|
|
|
(88,498
|
)
|
|
(34,091
|
)
|
|
(31,999
|
)
|
||||
Net interest loss
|
12,067
|
|
|
8,886
|
|
|
24,055
|
|
|
15,777
|
|
||||
Other
|
1,462
|
|
|
44
|
|
|
918
|
|
|
377
|
|
||||
Fee Related Earnings
|
$
|
140,464
|
|
|
$
|
153,122
|
|
|
$
|
274,939
|
|
|
$
|
251,926
|
|
Depreciation, amortization and other, net
|
2,522
|
|
|
2,516
|
|
|
5,035
|
|
|
5,097
|
|
||||
Fee Related EBITDA
|
$
|
142,986
|
|
|
$
|
155,638
|
|
|
$
|
279,974
|
|
|
$
|
257,023
|
|
Net realized carried interest income
(1)
|
113,971
|
|
|
11,791
|
|
|
210,983
|
|
|
18,608
|
|
||||
Fee Related EBITDA + 100% of Net Realized Carried Interest
|
$
|
256,957
|
|
|
$
|
167,429
|
|
|
$
|
490,957
|
|
|
$
|
275,631
|
|
Non-cash revenues
|
(842
|
)
|
|
(843
|
)
|
|
(1,685
|
)
|
|
(1,685
|
)
|
||||
Realized income from equity method investments
|
13,658
|
|
|
6,891
|
|
|
32,094
|
|
|
11,240
|
|
||||
Net interest loss
|
(12,067
|
)
|
|
(8,886
|
)
|
|
(24,055
|
)
|
|
(15,777
|
)
|
||||
Other
|
—
|
|
|
(276
|
)
|
|
—
|
|
|
(339
|
)
|
||||
Distributable Earnings
|
$
|
257,706
|
|
|
$
|
164,315
|
|
|
$
|
497,311
|
|
|
$
|
269,070
|
|
Taxes and related payables
|
(6,724
|
)
|
|
(2,968
|
)
|
|
(13,072
|
)
|
|
(5,241
|
)
|
||||
Preferred distributions
|
(4,772
|
)
|
|
—
|
|
|
(4,772
|
)
|
|
—
|
|
||||
Distributable Earnings After Taxes and Related Payables
|
$
|
246,210
|
|
|
$
|
161,347
|
|
|
$
|
479,467
|
|
|
$
|
263,829
|
|
(1)
|
See note
15
for more details regarding Economic Income for the combined segments.
|
(2)
|
Excludes carried interest income from a publicly traded business development company we manage.
|
(3)
|
Includes equity-based compensation related to RSUs (excluding RSUs granted in connection with the 2007 private placement), share options and restricted share awards.
|
•
|
Generating cash flow from operations;
|
•
|
Making investments in Apollo funds;
|
•
|
Meeting financing needs through credit agreements; and
|
•
|
Distributing cash flow to equity holders and Non-Controlling Interests.
|
•
|
Raising capital from their investors, which have been reflected historically as Non-Controlling Interests of the consolidated subsidiaries in our financial statements;
|
•
|
Using capital to make investments;
|
•
|
Generating cash flow from operations through distributions, interest and the realization of investments;
|
•
|
Distributing cash flow to investors; and
|
•
|
Issuing debt to finance investments (CLOs).
|
|
For the Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Operating Activities
|
$
|
416,561
|
|
|
$
|
302,178
|
|
Investing Activities
|
(18,743
|
)
|
|
(121,905
|
)
|
||
Financing Activities
|
(131,005
|
)
|
|
66,401
|
|
||
Net Increase in Cash and Cash Equivalents
|
$
|
266,813
|
|
|
$
|
246,674
|
|
•
|
net income of $548.0 million and $341.2 million during the
six months ended
June 30, 2017 and 2016
, respectively, as well as non-cash adjustments, net of $(1.0) million and $1.9 million, respectively;
|
•
|
a net increase in our carried interest receivable of $(18.1) million and $(171.8) million during the
six months ended
June 30, 2017 and 2016
, respectively, due to a change in the fair value of our funds that generate carried interest of $453.5 million and $251.0 million during the
six months ended
June 30, 2017 and 2016
, respectively, offset by fund distributions to the Company of $440.3 million and $79.1 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
purchases of investments held by consolidated VIEs in the amount of $324.2 million and $298.7 million, offset by proceeds from sales of investments held by consolidated VIEs in the amount of $280.7 million and $277.8 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
a net decrease in changes to other assets and other liabilities of consolidated VIEs in the amount of $14.5 million and $9.7 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
a net increase in due from related parties in the amount of $41.6 million and $42.1 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
a net (decrease) increase in due to related parties in the amount of $(37.3) million and $33.6 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
a net increase in accrued compensation and benefits in the amount of $44.8 million and $30.5 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
a net increase in cash held at consolidated VIEs of $0.1 million and $28.6 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
payments made towards the satisfaction of our contingent obligations of $16.8 million during the
six months ended
June 30, 2017;
|
•
|
proceeds from sale of investments held by consolidated VIEs in the amount of $280.7 million and $277.8 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
a net decrease in deferred revenue in the amount of $57.1 million and $17.7 million during the
six months ended
June 30, 2017 and 2016
, respectively; and
|
•
|
a net increase in our profit sharing payable of $51.1 million and $91.5 million during the
six months ended
June 30, 2017 and 2016
, respectively, due to profit sharing expense of $195.2 million and $113.5 million during the
six months ended
June 30, 2017 and 2016
, respectively, offset by payments of $163.4 million and $30.6 million during the
six months ended
June 30, 2017 and 2016
, respectively.
|
•
|
net cash contributions to our equity method investments of $21.2 million and $74.4 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
purchases of fixed assets of $3.6 million and $3.7 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
issuance of related party loans of $5.8 million offset by repayment of related party loans of $17.7 million during the six months ended June 30, 2017; and
|
•
|
purchases of investments in the amount of $4.7 million and $44.2 million during the
six months ended
June 30, 2017 and 2016
, respectively.
|
•
|
cash received, net of issuance costs, in connection with the issuance of Preferred shares of $264.4 million during the six months ended June 30, 2017;
|
•
|
cash distributions paid to our Class A shareholders of $184.8 million and $101.3 million, during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
cash distributions paid to the Non-Controlling Interest holders in the Apollo Operating Group of $220.4 million and $114.5 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
cash contributions from Non-Controlling Interest holders in consolidated VIEs of $33.3 million and $12.9 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
cash used for purchases of Class A shares of $7.3 million and $13.0 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
net distributions related to issuances of Class A shares in settlement of RSUs of $24.3 million and $29.6 million during the
six months ended
June 30, 2017 and 2016
, respectively;
|
•
|
issuance of debt of consolidated VIEs of $474.2 million offset by repayments of debt of consolidated VIEs of $441.6 million during the six months ended June 30, 2017; and
|
•
|
issuance of debt of $532.7 million offset by repayments of debt of $200.0 million during the six months ended June 30, 2016.
|
•
|
During 2016, a discount of 0.40% per annum multiplied by such Excess Liabilities. The 2016 discount relating to such Excess Liabilities was intended to reasonably approximate a full discount of the AAM fee on the assets relating to such Excess Liabilities during the remainder of the 2016 calendar year.
|
•
|
For 2017, a discount of 0.20% per annum multiplied by such Excess Liabilities, resulting in a reasonable approximation of a 0.20% fee on the assets relating to such Excess Liabilities during the 2017 calendar year.
|
•
|
For 2018 and thereafter, a discount of 0.075% per annum, resulting in a reasonable approximation of a 0.325% fee on the assets relating to such Excess Liabilities during the 2018 calendar year and thereafter.
|
•
|
Profit sharing related to private equity carried interest income, from direct ownership of advisory entities. Any changes in fair value of the underlying fund investments would result in changes to Apollo Global Management, LLC’s profit sharing payable;
|
•
|
Additional consideration based on their proportional ownership interest in Holdings; and
|
•
|
As a result of the tax receivable agreement, 85% of any tax savings APO Corp. recognizes will be paid to the Contributing Partners.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Distribution Yield
(1)
|
5.8%
|
|
7.4%
|
|
6.2%
|
|
7.4%
|
Cost of Equity Capital Rate
(2)
|
11.3%
|
|
9.8%
|
|
11.3%
|
|
9.8%
|
(1)
|
Calculated based on the historical distributions paid during the twelve months ended
June 30, 2017
and the Company’s Class A share price as of the measurement date of the grant on a weighted average basis.
|
(2)
|
Assumes a discount rate that was equivalent to the opportunity cost of foregoing distributions on unvested Plan Grant RSUs as of the valuation date, based on the Capital Asset Pricing Model (“CAPM”). CAPM is a commonly used mathematical model for developing expected returns.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Plan Grants:
|
|
|
|
|
|
|
|
Discount for the lack of distributions until vested
(1)
|
13.5%
|
|
16.0%
|
|
11.2%
|
|
16.0%
|
(1)
|
Based on the present value of a growing annuity calculation.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Plan Grants:
|
|
|
|
|
|
|
|
Holding Period Restriction (in years)
|
0.9
|
|
0.8
|
|
0.5
|
|
0.8
|
Volatility
(1)
|
23.0%
|
|
32.1%
|
|
21.5%
|
|
32.1%
|
Distribution Yield
(2)
|
5.8%
|
|
7.4%
|
|
6.2%
|
|
7.4%
|
Bonus Grants
|
|
|
|
|
|
|
|
Holding Period Restriction (in years)
|
0.2
|
|
0.2
|
|
0.2
|
|
0.2
|
Volatility
(1)
|
22.5%
|
|
34.7%
|
|
22.5%
|
|
34.7%
|
Distribution Yield
(2)
|
5.3%
|
|
7.4%
|
|
5.3%
|
|
7.4%
|
(1)
|
The Company determined the expected volatility based on the volatility of the Company’s Class A share price as of the grant date with consideration to comparable companies.
|
(2)
|
Calculated based on the historical distributions paid during the twelve months ended
June 30, 2017
and the Company’s Class A share price as of the measurement date of the grant on a weighted average basis.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Plan Grants:
|
|
|
|
|
|
|
|
Marketability discount for transfer restrictions
(1)
|
4.7%
|
|
6.1%
|
|
3.3%
|
|
6.1%
|
Bonus Grants:
|
|
|
|
|
|
|
|
Marketability discount for transfer restrictions
(1)
|
2.3%
|
|
3.5%
|
|
2.3%
|
|
3.5%
|
(1)
|
Based on the Finnerty Model calculation.
|
|
Remaining 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Operating lease obligations
|
$
|
17,101
|
|
|
$
|
31,347
|
|
|
$
|
30,400
|
|
|
$
|
13,664
|
|
|
$
|
4,757
|
|
|
$
|
6,955
|
|
|
$
|
104,224
|
|
Other long-term obligations
(1)
|
15,833
|
|
|
7,777
|
|
|
3,506
|
|
|
1,936
|
|
|
1,936
|
|
|
1,603
|
|
|
32,591
|
|
|||||||
2013 AMH Credit Facilities - Term Facility
(2)
|
3,589
|
|
|
7,177
|
|
|
7,177
|
|
|
7,177
|
|
|
300,359
|
|
|
—
|
|
|
325,479
|
|
|||||||
2013 AMH Credit Facilities - Revolver Facility
(3)
|
313
|
|
|
625
|
|
|
625
|
|
|
625
|
|
|
8
|
|
|
—
|
|
|
2,196
|
|
|||||||
2024 Senior Notes
(4)
|
10,000
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
548,333
|
|
|
638,333
|
|
|||||||
2026 Senior Notes
(5)
|
11,000
|
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|
596,983
|
|
|
695,983
|
|
|||||||
2014 AMI Term Facility I
|
157
|
|
|
313
|
|
|
313
|
|
|
313
|
|
|
15,918
|
|
|
—
|
|
|
17,014
|
|
|||||||
2014 AMI Term Facility II
|
155
|
|
|
310
|
|
|
310
|
|
|
310
|
|
|
310
|
|
|
17,791
|
|
|
19,186
|
|
|||||||
2016 AMI Term Facility I
|
170
|
|
|
339
|
|
|
339
|
|
|
339
|
|
|
19,403
|
|
|
—
|
|
|
20,590
|
|
|||||||
2016 AMI Term Facility II
|
151
|
|
|
303
|
|
|
303
|
|
|
303
|
|
|
15,268
|
|
|
—
|
|
|
16,328
|
|
|||||||
Obligations as of June 30, 2017
|
$
|
58,469
|
|
|
$
|
90,191
|
|
|
$
|
84,973
|
|
|
$
|
66,667
|
|
|
$
|
399,959
|
|
|
$
|
1,171,665
|
|
|
$
|
1,871,924
|
|
(1)
|
Includes (i) payments on management service agreements related to certain assets and (ii) payments with respect to certain consulting agreements entered into by the Company. Note that a significant portion of these costs are reimbursable by funds.
|
(2)
|
$300 million
of the outstanding Term Facility matures in January 2021. The interest rate on the
$300 million
Term Facility as of
June 30, 2017
was
2.39%
. See note
9
of the
condensed consolidated
financial statements for further discussion of the 2013 AMH Credit Facilities.
|
(3)
|
The commitment fee as of
June 30, 2017
on the
$500 million
undrawn Revolver Facility was
0.125%
. See note
9
of the
condensed consolidated
financial statements for further discussion of the 2013 AMH Credit Facilities.
|
(4)
|
$500 million
of the 2024 Senior Notes matures in May 2024. The interest rate on the 2024 Senior Notes as of
June 30, 2017
was
4.00%
. See note
9
of the
condensed consolidated
financial statements for further discussion of the 2024 Senior Notes.
|
(5)
|
$500 million
of the 2026 Senior Notes matures in May 2026. The interest rate on the 2026 Senior Notes as of
June 30, 2017
was
4.40%
. See note
9
of the
condensed consolidated
financial statements for further discussion of the 2026 Senior Notes.
|
Note:
|
Due to the fact that the timing of certain amounts to be paid cannot be determined or for other reasons discussed below, the following contractual commitments have not been presented in the table above.
|
(i)
|
As noted previously, we have entered into a tax receivable agreement with our Managing Partners and Contributing Partners which requires us to pay to our Managing Partners and Contributing Partners 85% of any tax savings received by APO Corp. from our step-up in tax basis. The tax savings achieved may not ensure that we have sufficient cash available to pay this liability and we might be required to incur additional debt to satisfy this liability.
|
(ii)
|
Debt amounts related to the consolidated VIEs are not presented in the table above as the Company is not a guarantor of these non-recourse liabilities.
|
(iii)
|
In connection with the Stone Tower acquisition, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future carried interest income earned from certain of the Stone Tower funds, CLOs and strategic investment accounts. This contingent consideration liability is remeasured to fair value at each reporting period until the obligations are satisfied. See note
14
to the
condensed consolidated
financial statements for further information regarding the contingent consideration liability.
|
(iv)
|
Commitments from certain of our subsidiaries to contribute to the funds we manage and certain related parties.
|
Fund
|
Apollo and Related Party
Commitments |
|
% of Total
Fund
Commitments
|
|
Apollo Only
(Excluding Related Party) Commitments |
|
Apollo Only
(Excluding Related Party) % of Total Fund Commitments |
|
Apollo and
Related Party Remaining Commitments |
|
Apollo Only
(Excluding Related Party) Remaining Commitments |
||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund IX
(1)
|
$
|
1,833.5
|
|
|
7.55
|
%
|
|
$
|
808.5
|
|
|
3.33
|
%
|
|
$
|
1,833.5
|
|
|
$
|
808.5
|
|
Fund VIII
|
1,543.5
|
|
|
13.23
|
|
|
395.5
|
|
|
3.39
|
|
|
631.8
|
|
|
163.4
|
|
||||
Fund VII
|
467.2
|
|
|
3.18
|
|
|
178.1
|
|
|
1.21
|
|
|
73.5
|
|
|
27.0
|
|
||||
Fund VI
|
246.3
|
|
|
2.43
|
|
|
6.1
|
|
|
0.06
|
|
|
9.7
|
|
|
0.2
|
|
||||
Fund V
|
100.0
|
|
|
1.34
|
|
|
0.5
|
|
|
0.01
|
|
|
6.2
|
|
|
—
|
|
||||
Fund IV
|
100.0
|
|
|
2.78
|
|
|
0.2
|
|
|
0.01
|
|
|
0.5
|
|
|
—
|
|
||||
AION
|
151.5
|
|
|
18.34
|
|
|
50.0
|
|
|
6.05
|
|
|
74.3
|
|
|
24.1
|
|
||||
ANRP I
|
426.1
|
|
|
32.21
|
|
|
10.1
|
|
|
0.76
|
|
|
97.0
|
|
|
2.0
|
|
||||
ANRP II
|
581.2
|
|
|
16.83
|
|
|
28.0
|
|
|
0.81
|
|
|
438.2
|
|
|
21.2
|
|
||||
A.A. Mortgage Opportunities, L.P.
|
425.0
|
|
|
84.46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Apollo Rose, L.P.
|
299.1
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
99.0
|
|
|
—
|
|
||||
Champ, L.P.
|
118.0
|
|
|
100.00
|
|
|
18.9
|
|
|
16.02
|
|
|
12.0
|
|
|
2.0
|
|
||||
Apollo Royalties Management, LLC
|
108.6
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other Private Equity
|
110.5
|
|
|
Various
|
|
|
10.5
|
|
|
Various
|
|
|
38.9
|
|
|
3.7
|
|
||||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Apollo Credit Opportunity Fund III, L.P. (“COF III”)
|
358.1
|
|
|
10.45
|
|
|
83.1
|
|
|
2.43
|
|
|
87.5
|
|
|
20.8
|
|
||||
Apollo Credit Opportunity Fund II, L.P. (“COF II”)
|
30.5
|
|
|
1.93
|
|
|
23.4
|
|
|
1.48
|
|
|
0.8
|
|
|
0.6
|
|
||||
Apollo Credit Opportunity Fund I, L.P. (“COF I”)
|
449.2
|
|
|
30.26
|
|
|
29.7
|
|
|
2.00
|
|
|
237.1
|
|
|
4.2
|
|
||||
Apollo European Principal Finance Fund III, L.P. (“EPF III”)
(2)
|
504.8
|
|
|
14.87
|
|
|
79.8
|
|
|
2.35
|
|
|
504.8
|
|
|
79.8
|
|
||||
Apollo European Principal Finance Fund II, L.P. (“EPF II”)
(2)
|
175.2
|
|
|
5.16
|
|
|
17.4
|
|
|
0.51
|
|
|
46.5
|
|
|
3.7
|
|
||||
Apollo European Principal Finance Fund, L.P. (“EPF I”)
(2)
|
306.9
|
|
|
20.74
|
|
|
20.2
|
|
|
1.37
|
|
|
49.9
|
|
|
4.6
|
|
||||
Financial Credit Investment II, L.P. (“FCI II”)
|
244.6
|
|
|
15.72
|
|
|
—
|
|
|
—
|
|
|
117.1
|
|
|
—
|
|
||||
Financial Credit Investment I, L.P. (“FCI I”)
|
95.3
|
|
|
17.05
|
|
|
—
|
|
|
—
|
|
|
60.5
|
|
|
—
|
|
||||
Apollo Structured Credit Recovery Master Fund III, L.P. (“SCRF III”)
|
230.2
|
|
|
18.59
|
|
|
3.6
|
|
|
0.29
|
|
|
116.8
|
|
|
1.8
|
|
||||
MidCap
|
1,672.6
|
|
|
80.23
|
|
|
110.9
|
|
|
5.32
|
|
|
229.0
|
|
|
31.0
|
|
||||
Apollo Moultrie Credit Fund, L.P.
|
400.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
200.0
|
|
|
—
|
|
||||
Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.
|
300.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Apollo Asia Private Credit Fund, L.P. (“APC”)
|
158.5
|
|
|
69.06
|
|
|
0.1
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
||||
Apollo Energy Opportunity Fund, L.P. (“AEOF”)
|
125.5
|
|
|
12.01
|
|
|
25.5
|
|
|
2.44
|
|
|
93.1
|
|
|
18.9
|
|
||||
AGER
(2)
|
171.4
|
|
|
6.90
|
|
|
142.8
|
|
|
5.75
|
|
|
171.4
|
|
|
142.8
|
|
||||
Other Credit
|
528.6
|
|
|
Various
|
|
|
229.3
|
|
|
Various
|
|
|
342.1
|
|
|
121.1
|
|
||||
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. RE Fund II
|
400.4
|
|
|
46.44
|
|
|
4.7
|
|
|
0.55
|
|
|
224.0
|
|
|
1.2
|
|
||||
U.S. RE Fund I
|
434.7
|
|
(3)
|
68.08
|
|
|
16.6
|
|
|
2.48
|
|
|
124.3
|
|
|
2.8
|
|
||||
CPI Capital Partners North America, L.P.
|
7.6
|
|
|
1.27
|
|
|
2.1
|
|
|
0.35
|
|
|
0.6
|
|
|
0.2
|
|
||||
CPI Capital Partners Europe, L.P.
(2)
|
6.3
|
|
|
0.47
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
CPI Capital Partners Asia Pacific, L.P.
|
6.9
|
|
|
0.53
|
|
|
0.5
|
|
|
0.04
|
|
|
0.1
|
|
|
—
|
|
||||
Apollo Asia Real Estate Fund, L.P.
|
333.4
|
|
|
67.56
|
|
|
8.4
|
|
|
1.70
|
|
|
286.5
|
|
|
6.3
|
|
||||
Other Real Assets
|
100.7
|
|
|
Various
|
|
|
1.7
|
|
|
Various
|
|
|
12.7
|
|
|
0.3
|
|
||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Apollo SPN Investments I, L.P.
|
11.0
|
|
|
0.27
|
|
|
11.0
|
|
|
0.27
|
|
|
6.3
|
|
|
6.3
|
|
||||
Total
|
$
|
13,562.9
|
|
|
|
|
$
|
2,317.2
|
|
|
|
|
$
|
6,226.2
|
|
|
$
|
1,498.5
|
|
(1)
|
Apollo Only (Excluding Related Party) Remaining Commitments related to Fund IX are subject to future syndication to Apollo employees.
|
(2)
|
Apollo’s commitment in these funds is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to
$1.14
as of
June 30, 2017
.
|
(3)
|
Figures for U.S. RE Fund I include base, additional, and co-investment commitments. A co-investment vehicle within U.S. RE Fund I is denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to
$1.30
as of
June 30, 2017
.
|
ITEM
3
.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
The investment process of our private equity funds involves a detailed analysis of potential acquisitions, and investment management teams assigned to monitor the strategic development, financing and capital deployment decisions of each portfolio investment.
|
•
|
Our credit funds continuously monitor a variety of markets for attractive trading opportunities, applying a number of traditional and customized risk management metrics to analyze risk related to specific assets or portfolios, as well as, fund-wide risks.
|
•
|
capital commitments to an Apollo fund;
|
•
|
capital invested in an Apollo fund;
|
•
|
the gross, net or adjusted asset value of an Apollo fund, as defined; or
|
•
|
as otherwise defined in the respective agreements.
|
•
|
the performance criteria for each individual fund in relation to how that fund’s results of operations are impacted by changes in market risk factors;
|
•
|
whether such performance criteria are annual or over the life of the fund;
|
•
|
to the extent applicable, the previous performance of each fund in relation to its performance criteria; and
|
•
|
whether each funds’ carried interest distributions are subject to contingent repayment.
|
ITEM
4
.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 2.
|
UNREGISTERED SALE OF EQUITY SECURITIES
|
Period
|
|
Total Number of Class A Shares Purchased
(1)
|
|
Average Price
Paid per Share |
|||
April 1, 2017 through April 30, 2017
|
|
—
|
|
|
$
|
—
|
|
May 1, 2017 through May 31, 2017
|
|
265,383
|
|
|
26.82
|
|
|
June 1, 2017 through June 30, 2017
|
|
—
|
|
|
—
|
|
|
Total
|
|
265,383
|
|
|
|
(1)
|
During the fiscal quarter ended
June 30, 2017
, we repurchased a number of our Class A shares equal to the number of Class A restricted shares issued under our equity incentive plan during the quarter. All such repurchases were made in open-market transactions not pursuant to a publicly-announced repurchase plan or program.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM
6
.
|
EXHIBITS
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
+10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
+10.28
|
|
|
|
|
|
+10.29
|
|
|
|
|
|
+10.30
|
|
|
|
|
|
+10.31
|
|
|
|
|
|
+10.32
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
|
|
|
+10.33
|
|
|
|
|
|
+10.34
|
|
|
|
|
|
+10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
+10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
+10.39
|
|
|
|
|
|
+10.40
|
|
|
|
|
|
+10.41
|
|
|
|
|
|
+10.42
|
|
|
|
|
|
+10.43
|
|
|
|
|
|
+10.44
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
+10.45
|
|
|
|
|
|
+10.46
|
|
|
|
|
|
+10.47
|
|
|
|
|
|
10.48
|
|
|
|
|
|
10.49
|
|
|
|
|
|
10.50
|
|
|
|
|
|
10.51
|
|
|
|
|
|
10.52
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
*31.2
|
|
|
|
|
|
*32.1
|
|
|
|
|
|
*32.2
|
|
|
|
|
|
*101.INS
|
|
XBRL Instance Document
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Scheme Document
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
+
|
Management contract or compensatory plan or arrangement.
|
|
|
|
|
|
|
Apollo Global Management, LLC
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date: August 8, 2017
|
By:
|
/s/ Martin Kelly
|
|
|
|
Name:
|
Martin Kelly
|
|
|
Title:
|
Chief Financial Officer
(principal financial officer and
authorized signatory)
|
By:
|
Apollo ANRP Capital Management II, LLC,
its general partner |
By:
|
Name: Title: Vice President |
By:
|
Name: Title: Vice President |
DEFINITIONS
|
1
|
FORMATION AND ORGANIZATION
|
9
|
CAPITAL
|
10
|
DISTRIBUTIONS
|
17
|
MANAGEMENT
|
20
|
ADMISSIONS, TRANSFERS AND WITHDRAWALS
|
25
|
ALLOCATION OF POINTS; ADJUSTMENTS OF POINTS AND RETIREMENT OF PARTNERS
|
29
|
DISSOLUTION AND LIQUIDATION
|
30
|
GENERAL PROVISIONS
|
31
|
(A)
|
the governing documents of any management entity formed as a part of the tax planning for any of the Funds and any amendments thereto; and
|
(B)
|
documents relating to any restructuring transaction with respect to any of the Funds’ investments,
|
(1)
|
increase the Limited Partner’s overall financial obligation to make capital contributions with respect to the relevant Fund (directly or through any associated vehicle in which the Limited Partner holds an interest);
|
(2)
|
diminish the Limited Partner’s overall entitlement to share in profits and distributions with respect to the relevant Fund (directly or through any associated vehicle in which the Limited Partner holds an interest);
|
(3)
|
cause the Limited Partner to become subject to increased personal liability for any debts or obligations of the Partnership; or
|
(4)
|
otherwise result in an adverse change in the overall rights or obligations of the Limited Partner in relation to the conduct of the investment program of any of the Funds;
|
By:
|
Name: Laurie D. Medley Title: Vice President |
By:
|
Apollo Principal Holdings III GP, Ltd.,
its general partner |
By:
|
Name: Laurie D. Medley Title: Vice President |
By:
|
Apollo Global Carry Plan GP, LLC,
with respect to Series I thereof, its general partner |
By:
|
APH Holdings, L.P.,
Its sole member |
By:
|
Apollo Principal Holdings III GP, Ltd.,
its general partner |
By:
|
Name: Laurie D. Medley Title: Vice President |
By:
|
Name: Laurie D. Medley Title: Vice President |
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
for the
quarter
ended
June 30, 2017
of Apollo Global Management, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Leon Black
|
Leon Black
|
Chief Executive Officer
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
for the
quarter
ended
June 30, 2017
of Apollo Global Management, LLC
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Martin Kelly
|
Martin Kelly
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Leon Black
|
Leon Black
|
Chief Executive Officer
|
*
|
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Martin Kelly
|
Martin Kelly
|
Chief Financial Officer
|
*
|
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
|